United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
April 14, 2022
Commission File Number 001-37791
COCA-COLA EUROPACIFIC PARTNERS PLC
Pemberton House, Bakers Road
Uxbridge, UB8 1EZ, United Kingdom
(Address of principal executive office)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
(Check One) Form 20-F ý Form 40-F D ¨
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1))
(Check One) Yes ¨ No ý
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7))
(Check One) Yes ¨ No ý
COCA-COLA EUROPACIFIC PARTNERS PLC 2022 ANNUAL GENERAL MEETING
On April 14, 2022, Coca-Cola Europacific Partners plc (the “Company”) issued a release announcing the availability of the proxy materials listed below for its 2022 Annual General Meeting to be held on May 27, 2022. A copy of the release is submitted herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.
Available Proxy Materials
•Notice of 2022 Annual General Meeting (a copy of which is submitted herewith as Exhibit 99.2 and is incorporated by reference herein in its entirety); and
•2022 Annual General Meeting Form of Proxy (a copy of which is submitted herewith as Exhibit 99.3 and is incorporated by reference herein in its entirety).
Exhibits
Exhibit 99.1 Release of Coca-Cola Europacific Partners plc, dated April 14, 2022
Exhibit 99.2 Notice of 2022 Annual General Meeting
Exhibit 99.3 2022 Annual General Meeting Form of Proxy
CONTACTS
| Company Secretariat Clare Wardle | Investor Relations Sarah Willett | Media Relations Shanna Wendt | ||||||
| T +44 20 7355 8406 | +44 7970 145 218 | T +44 7976 595 168 | ||||||
About CCEP
Coca-Cola Europacific Partners is one of the leading consumer goods companies. We make, move and sell some of the world’s most loved brands – serving 600 million consumers and helping 1.75 million customers across 29 countries grow. We combine the strength and scale of a large, multi-national business with an expert, local knowledge of the customers we serve and communities we support. The Company is currently listed on Euronext Amsterdam, the NASDAQ Global Select Market, London Stock Exchange and on the Spanish Stock Exchanges, trading under the symbol CCEP.
For more information about CCEP, please visit www.cocacolaep.com & follow CCEP on Twitter at @CocaColaEP
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COCA-COLA EUROPEAN PARTNERS PLC | ||||||||
| (Registrant) | ||||||||
| Date: April 14, 2022 | By: | /s/ Clare Wardle | ||||||
| Name: | Clare Wardle | |||||||
| Title: | General Counsel & Company Secretary | |||||||
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Classification - Internal COCA-COLA EUROPACIFIC PARTNERS PLC 2022 ANNUAL GENERAL MEETING (“AGM”) LONDON, 14 April 2022 Coca-Cola Europacific Partners plc ("CCEP”) announces that the Notice of Meeting for its 2022 Annual General Meeting (“Notice of AGM”) is available to view at: https://www.cocacolaep.com/about-us/governance/shareholder-meetings/ in which CCEP reaffirms its pro forma comparable operating profit guidance for the year ending 31 December 2022, as set out in its full year results announced on 16 February 2022. The AGM is to be to be held at 12.00pm on 27 May 2022, at Pemberton House, Bakers Road, Uxbridge UB8 1EZ. CCEP’s 2021 Integrated Report and Form 20-F (“2021 Integrated Report”) was published on 15 March 2022 and can be found at https://ir.cocacolaep.com/financial-reports-and-results/integrated- reports/. The 2021 Integrated Report, Notice of AGM and Form of Proxy are also being sent to those shareholders who have requested to receive hard copies. In compliance with Listing Rule 14.3.6R, the Notice of AGM and Form of Proxy will shortly be available for inspection on the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The rules of the Employee Share Purchase Plan will also shortly be available for inspection on the National Storage Mechanism CCEP’s Q1 2022 trading update will be announced on 27 April 2022. CONTACTS Company Secretariat Clare Wardle T +44 20 7355 8406 Investor Relations Sarah Willett +44 7970 145 218 Media Relations Shanna Wendt T +44 7976 595 168 ABOUT CCEP Coca-Cola Europacific Partners is one of the leading consumer goods companies. We make, move and sell some of the world’s most loved brands – serving 600 million consumers and helping 1.75 million customers across 29 countries grow. We combine the strength and scale of a large, multi- national business with an expert, local knowledge of the customers we serve and communities we support. The Company is currently listed on Euronext Amsterdam, the NASDAQ Global Select Market, London Stock Exchange and on the Spanish Stock Exchanges, trading under the symbol CCEP. For more information about CCEP, please visit www.cocacolaep.com & follow CCEP on Twitter at @CocaColaEP
NOTICE OF ANNUAL GENERAL MEETING 2022 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should immediately consult your stockbroker, solicitor, accountant or other appropriately authorised independent professional adviser. If you have sold or otherwise transferred all your shares in Coca-Cola Europacific Partners plc, please hand this document, together with the accompanying documents, to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
Contents Page Number Chairman's letter 4 Part I: Notice of the 2022 Annual General Meeting 7 Part II: Explanatory notes on resolutions 13 Part III: Notes to the Notice of 2022 Annual General Meeting 29 Part IV: Additional Information 32 Part V: Summary of the Coca-Cola Europacific Partners plc Employee Share Purchase Plan 44 Part VI: Definitions 48
Coca-Cola Europacific Partners plc Chairman's letter 12 April 2022 Dear Shareholder Annual General Meeting ("AGM" or the "Meeting") of Coca-Cola Europacific Partners plc (the "Company" or "CCEP") I am delighted to enclose the Notice of Meeting for CCEP's sixth AGM (the "Notice"). The AGM is to be held at Pemberton House, Bakers Road, Uxbridge UB8 1EZ, United Kingdom on 27 May 2022 at 12.00pm. The Notice sets out the resolutions proposed, together with explanatory and guidance notes for Shareholders who wish to vote electronically or by post. Proxy appointment forms are also enclosed. If you have requested a printed copy of CCEP’s Integrated Report and Accounts for the year ended 31 December 2021 (the "2021 Integrated Report"), it is included in this pack. If you asked to receive the 2021 Integrated Report electronically, please accept this letter as notification that it has now been published on our website: www.cocacolaep.com. Shareholder questions at the AGM If Shareholders are unable to attend this year’s AGM, we recognise that they will not have the opportunity to ask questions at the Meeting. Therefore, if Shareholders have questions for the Board in relation to the matters to be discussed at the AGM, please submit them by email to shareholders@ccep.com by 12.00pm on 25 May 2022 (or, in the event of any adjournment, at least 48 hours before the time of the adjourned meeting). Business of the AGM Please read the enclosed Notice of AGM which explains the business to be considered at the meeting. In addition to the standard items of business I would like to highlight the following items: Re-election of Directors There have been no changes to the membership of the Board since last year's AGM. In line with CCEP's Articles, all continuing directors (with the exception of the Chairman) will stand for re-election at the AGM. The Board considers that each of the Directors standing for re-election continues to make a strong contribution to the Board and its Committees through their skills and experience and have sufficient time to commit to CCEP. Further information can be found in their biographies on pages 15 to 22 of this document. At the conclusion of this year's AGM, subject to the re-election of the Directors (with such re-election being recommended by the Board as set out below), your Board will comprise a Chairman, an executive Director, nine independent non-executive Directors and six non-independent Directors. 4
The Coca-Cola Europacific Partners plc Employee Share Purchase Plan During the AGM, we are seeking Shareholder approval on a voluntary basis (and as a matter of best corporate governance practice) in order to launch a new global CCEP ESPP which will give our employees the opportunity to buy shares in CCEP on a regular basis, providing the opportunity for employees to become Shareholders in CCEP, benefiting from the long-term value creation by the Company. The ESPP proposes that all eligible employees and executive directors of participating companies within the Company's group will be able to participate in the plan. Furthermore, it is proposed that in recognition of the employee investment, for every share an employee purchases, CCEP will provide a "matching share award", up to an agreed limit. Rule 9 waiver granted by the Panel on Takeovers and Mergers (the "Panel") in favour of Olive Partners, S.A. ("Olive") As with previous years, CCEP has applied to the Panel for a waiver of Rule 9 of the Takeover Code to permit the buyback authorities proposed under Resolutions 27 and 28 to be exercised without obliging Olive to make a general offer to Shareholders. The Takeover Code is administered by the Panel and applies to CCEP as a UK public company. The Panel is the UK body which provides a framework for takeovers in the UK and ensures fair and equal treatment of shareholders in relation to takeovers. Accordingly, the Panel was consulted at an early stage regarding the waiver of Rule 9 of the Takeover Code. It has reviewed Resolution 23 (Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code) and has agreed, subject to the approval of the Shareholders other than Olive or any concert party of Olive (the "Independent Shareholders"), to waive the requirement for Olive and any person acting in concert with Olive to make a general offer to all Shareholders where such an obligation would arise as a result of purchases by CCEP of up to 45,677,101 of its own ordinary shares of €0.01 each (the "Ordinary Shares") pursuant to Resolutions 27 and 28. Under the proposed Resolution 23 we are asking the Independent Shareholders for such approval. An explanation of the reasons for such a request and the background to the obligation arising from Rule 9 of the Takeover Code are set out in the Explanatory Notes to Resolution 23 and in Part IV of this document. The Board believes that it is in the best interests of Shareholders that CCEP has the flexibility to return cash to shareholders by buying back shares. The Board believes that the best way to facilitate this is to pass Resolutions 23, 27 and 28. Voting Your vote is important to us. All Shareholders are strongly encouraged to vote by: • submitting your proxy instruction/vote online; • completing, signing and returning the enclosed form of proxy, or • attending and voting in person at the AGM in accordance with the instructions set out in Part III of this document. All resolutions will be put to a vote by poll based on the instructions received. On a poll, each Shareholder has one vote for every share held and the Board considers that this will result in a fairer and more accurate indication of the views of Shareholders as a whole. The final results of the poll will be announced shortly after the Meeting and published on CCEP's website (www.cocacolaep.com). These results will include the votes cast by non-attending Shareholders prior to the Meeting, and the votes cast by Shareholders at the Meeting. 5
Impact of Coronavirus (COVID-19) on the AGM Whilst at the time of the publication of this document, there are no UK Government restrictions related to the COVID-19 pandemic, in order to mitigate any COVID-19 transmission risks and protect the health and safety of all attendees, the Board recommends that Shareholders only attend the Meeting if they are not displaying any symptoms of COVID-19. Shareholders not wanting to attend in person are encouraged to submit a proxy vote in advance of the Meeting. Details on how to submit your proxy vote by post or online are set out in Part III of this document. Any changes to the AGM (including any change to the location of the AGM) as a result of the Government introducing any new measures in relation to the holding of general meetings, will be communicated to Shareholders before the Meeting through our website at www.cocacolaep.com/about-us/governance/shareholder-meetings and, where appropriate, by announcement through a regulatory information service. Recommendation Your Board believes that each Resolution proposed in this document is in the best interests of CCEP and Shareholders as a whole and recommends that you vote in favour of all Resolutions. In accordance with the Takeover Code, I and my fellow Directors, José Ignacio Comenge, Álvaro Gómez-Trénor Aguilar, Alfonso Líbano Daurella and Mario Rotllant Solá, being nominated to the Board by Olive (the "Olive Nominated Directors") did not participate in the Board’s recommendation with regard to Resolution 23 (Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code), as it is the percentage increase in Olive’s interest in Ordinary Shares that is the subject of the waiver under Resolution 23. Accordingly, the Directors, with the exceptions just described, unanimously recommend Shareholders to vote in favour of the Resolutions, as they intend to do in respect of their own shareholdings, save that Olive and the Olive Nominated Directors will not vote in respect of their shareholdings (if any) on Resolution 23, in which they are considered to be interested. As at 11 April 2022 (being the latest practicable date prior to the publication of this Notice), the Directors' shareholdings amounted to, in aggregate, 465,888 Ordinary Shares, representing approximately 0.1020% of the total voting rights of the Company. As at 11 April 2022, Olive’s shareholding amounted to 166,128,987 Ordinary Shares, representing approximately 36.3703% of the total voting rights of the Company. The Olive Nominated Directors have no direct shareholding in the Company, but are indirectly interested in 50,294,581 Ordinary Shares, representing approximately 11.0109% of the total voting rights of the Company through their interests in Olive. The Directors, other than the Olive Nominated Directors (the "Non-Olive Directors"), who have been so advised by Credit Suisse, consider Resolution 23 to be in the best interests of the Independent Shareholders. In providing its advice to the Non-Olive Directors, Credit Suisse has taken account of the Non-Olive Directors' commercial assessments. The Non-Olive Directors also consider Resolution 23 to be in the best interests of CCEP and the Shareholders as a whole. Accordingly, the Non-Olive Directors unanimously recommend that the Independent Shareholders vote in favour of Resolution 23, as they intend to do in respect of their own shareholdings, which, as at 11 April 2022 (being the latest practicable date prior to the publication of this Notice) amounted to, in aggregate, 465,888 Ordinary Shares, representing approximately 0.1020% of the total voting rights of the Company. Yours faithfully Sol Daurella Chairman 6
Part I Notice of the 2022 Annual General Meeting Notice is hereby given that the AGM of the Company will be held at Pemberton House, Bakers Road, Uxbridge UB8 1EZ, United Kingdom on 27 May 2022 at 12.00pm. However, please refer to the section titled ‘Impact of Coronavirus (COVID-19) on the AGM’ on page 6 of this Notice. You will be asked to consider and, if thought fit, to pass the resolutions below. Resolutions 1 to 24 will be proposed as ordinary resolutions, which require more than half of votes to be cast in favour to pass. Resolutions 25 to 29 will be proposed as special resolutions, which require at least three quarters of votes to be cast in favour to pass. All Resolutions will be voted on by poll. Explanatory Notes to the Resolutions are set out on pages 13 to 28 of this document. Resolution 23 (Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code) will be proposed as an ordinary resolution where only votes cast by Independent Shareholders will be counted. This means that, for Resolution 23 to be passed, more than half of those votes cast by Independent Shareholders on the poll must be in favour of the resolution. Olive has confirmed to the Company that it, and any person acting in concert with it, will abstain from voting on Resolution 23. For more information, see the Explanatory Notes to Resolution 23 on pages 24 to 25 of this document. ORDINARY RESOLUTIONS Resolution 1 - Receipt of the Report and Accounts THAT the audited accounts of the Company for the financial year ended 31 December 2021 together with the strategic report and the reports of the Directors and of the Auditor be hereby received. Resolution 2 - Approval of the Directors' Remuneration Report THAT the Directors' Remuneration Report for the financial year ended 31 December 2021, set out on pages 92 to 107 of the 2021 Integrated Report be hereby approved. Resolutions 3 to 18 - Re-election of Directors Resolution 3 - THAT Manolo Arroyo be re-elected as a director of the Company. Resolution 4 - THAT Jan Bennink be re-elected as a director of the Company. Resolution 5 - THAT John Bryant be re-elected as a director of the Company. Resolution 6 - THAT José Ignacio Comenge be re-elected as a director of the Company. Resolution 7 - THAT Christine Cross be re-elected as a director of the Company. Resolution 8 - THAT Damian Gammell be re-elected as a director of the Company. Resolution 9 - THAT Nathalie Gaveau be re-elected as a director of the Company. Resolution 10 - THAT Álvaro Gómez-Trénor Aguilar be re-elected as a director of the Company. Resolution 11 - THAT Thomas H. Johnson be re-elected as a director of the Company. 7
Resolution 12 - THAT Dagmar Kollmann be re-elected as a director of the Company. Resolution 13 - THAT Alfonso Líbano Daurella be re-elected as a director of the Company. Resolution 14 - THAT Mark Price be re-elected as a director of the Company. Resolution 15 - THAT Mario Rotllant Solá be re-elected as a director of the Company. Resolution 16 - THAT Brian Smith be re-elected as a director of the Company. Resolution 17 - THAT Dessi Temperley be re-elected as a director of the Company. Resolution 18 - THAT Garry Watts be re-elected as a director of the Company. Resolution 19 - Reappointment of the Auditor THAT Ernst & Young LLP be reappointed as Auditor of the Company from the conclusion of this AGM until the conclusion of the next annual general meeting of the Company. Resolution 20 - Remuneration of the Auditor THAT the Board, acting through the Audit Committee of the Board, be authorised to determine the remuneration of the Auditor. Resolution 21 - Political donations THAT, in accordance with sections 366 and 367 of the Companies Act 2006, the Company, and all companies that are its subsidiaries at any time during the period for which this Resolution is effective, are authorised, in aggregate, to: (a) make political donations to political parties and/or independent election candidates not exceeding £100,000 in total; (b) make political donations to political organisations other than political parties not exceeding £100,000 in total; and (c) incur political expenditure not exceeding £100,000 in total, (as such terms are defined in sections 363 to 365 of the Companies Act 2006) in each case during the period commencing on the date of this Resolution and ending on the date of the annual general meeting of the Company to be held in 2023 or, if earlier, until close of business on Friday 30 June 2023, provided that the authorised sum referred to in paragraphs (a), (b) and (c) above may be comprised of one or more amounts in different currencies which, for the purposes of calculating that authorised sum, shall be converted into pounds sterling at such rate as the Board may, in its absolute discretion, determine on the day on which the relevant donation is made or the relevant expenditure is incurred or, if earlier, on the day on which the Company or its subsidiary enters into any contract or undertaking in relation to such donation or expenditure (or, if such day is not a business day, the first business day thereafter). Resolution 22 - Authority to allot new shares THAT the Board be generally and unconditionally authorised, without prejudice to the authority conferred on it by ordinary resolution passed on 26 May 2016 but in substitution for all additional subsisting authorities, to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company: (a) up to a nominal amount of €1,522,570.06 (such amount to be reduced by any allotments or grants made under paragraph (b) below in excess of such sum); and (b) comprising equity securities (as defined in the Companies Act 2006) up to a nominal amount of €3,045,140.12 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with an offer by way of a rights issue: 8
(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary, and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authority to apply until the end of next year’s annual general meeting or, if earlier, until the close of business on Friday 30 June 2023, but in each case during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended. Resolution 23 - Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code THAT approval be granted for the waiver by the Panel on Takeovers and Mergers of any obligation that could arise pursuant to Rule 9 of the Takeover Code for Olive Partners S.A. ("Olive"), or any persons acting in concert with Olive, to make a general offer for all the ordinary issued share capital of the Company, following any increase in the percentage of shares of the Company carrying voting rights in which Olive and any persons acting in concert with Olive are interested, resulting from the exercise by the Company of the authority to purchase up to 45,677,101 of its own ordinary shares of €0.01 each, granted to the Company pursuant to Resolutions 27 and 28 below, subject to the following limitations and provisions: (a) no approval for such waiver is given where the resulting interest of Olive, together with the interest of those acting in concert with Olive, exceeds 40.4114% or more of the shares of the Company carrying voting rights; and (b) such approval shall expire at the end of next year’s annual general meeting (or, if earlier, the close of business on Friday 30 June 2023). Resolution 23 shall be voted on by the Independent Shareholders by a poll. Resolution 24 - Employee Share Purchase Plan THAT the rules of the Coca-Cola Europacific Partners plc Employee Share Purchase Plan (the "ESPP"), including its sub-plans, produced in draft to the meeting and a summary of the main provisions of which is set out in Part V to this Notice, be approved and the Board be authorised to: (a) do all such acts and things necessary to establish and give effect to the ESPP; and (b) establish schedules, or further incentive plans based on, the ESPP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made under any such schedules or further plans are treated as counting against the limits on individual and overall participation in the ESPP. SPECIAL RESOLUTIONS Resolution 25 - General authority to disapply pre-emption rights THAT, if Resolution 22 (Authority to allot new shares) is passed, the Board be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares of €0.01 each held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited: 9
(a) to the allotment of equity securities or sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 22, by way of a rights issue only): (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) to holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary, and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and (b) in the case of the authority granted under paragraph (a) of Resolution 22 and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of €228,385.50, such power to apply until the end of next year’s annual general meeting or, if earlier, until the close of business on Friday 30 June 2023, but in each case during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended. Resolution 26 - General authority to disapply pre-emption rights in connection with an acquisition or specified capital investment THAT, if Resolution 22 (Authority to allot new shares) is passed, the Board be given the power in addition to any power granted under Resolution 25 (General authority to disapply pre-emption rights) to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that Resolution 22 and/or to sell ordinary shares of €0.01 each held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be: (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of €228,385.50; and (b) used only for the purposes of financing a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice or for the purposes of refinancing such a transaction within six months of its taking place, such power to apply until the end of next year’s annual general meeting or, if earlier, until the close of business on Friday 30 June 2023, but in each case during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended. Resolution 27 - Authority to purchase own shares on market THAT, if Resolution 23 (Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code) is passed, the Company be authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares of €0.01 each (the "Ordinary Shares") provided that the: (a) maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 45,677,101, such limit to be reduced by: 10
(i) the number of Ordinary Shares purchased or agreed to be purchased by the Company after 11 April 2022 and before 27 May 2022 pursuant to any authority granted at the Company's 2021 annual general meeting; and (ii) the number of Ordinary Shares purchased pursuant to the authority granted at Resolution 28 (Authority to purchase own shares off market); (b) minimum price (exclusive of expenses) which may be paid for an Ordinary Share is €0.01; and (c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the highest of: (i) an amount equal to 5% above the average market value of an Ordinary Share purchased on the trading venue where the purchase is carried out for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out at the relevant time, such authority to apply until the end of next year’s annual general meeting or, if earlier, until the close of business on Friday 30 June 2023, but during this period the Company may enter into a contract to purchase Ordinary Shares, which would, or might, be completed or executed wholly or partly after the authority ends and the Company may purchase Ordinary Shares pursuant to any such contract as if the authority had not ended. Resolution 28 - Authority to purchase own shares off market THAT, if Resolution 23 (Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code) is passed, for the purposes of section 694 of the Companies Act 2006, the terms of the buyback contracts entered into conditionally on the passing of this resolution or to be entered into between the Company and any or all of Credit Suisse Securities (Europe) Ltd, Credit Suisse Securities (USA) LLC and Mizuho Securities USA, LLC respectively (in the form produced to the meeting and made available at the Company's registered office for not less than 15 days ending with the date of the meeting) (each a "Contract" and, collectively, the "Contracts") are approved and the Company be authorised to undertake off-market purchases (within the meaning of section 693(2) of the Companies Act 2006) of its ordinary shares of €0.01 each (the "Ordinary Shares") and pursuant to such Contracts, provided that the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 45,677,101, such limit to be reduced by: (a) the number of Ordinary Shares purchased or agreed to be purchased by the Company after 11 April 2022 and before 27 May 2022 pursuant to any authority granted at the Company's 2021 annual general meeting; and (b) the number of Ordinary Shares purchased pursuant to the authority granted at Resolution 27 (Authority to purchase own shares on market), such authority to apply until the end of next year's annual general meeting or, if earlier, until the close of business on Friday 30 June 2023, but during this period the Company may agree to purchase Ordinary Shares pursuant to any Contract, even if such purchase would, or might, be completed or executed wholly or partly after the authority ends and the Company may accordingly purchase such Ordinary Shares pursuant to any such Contract as if the authority had not ended. 11
Resolution 29 - Notice period for general meetings other than annual general meetings THAT the Directors be authorised to call general meetings (other than an annual general meeting) on not less than 14 clear days' notice, such authority shall apply until the end of next year’s annual general meeting or, if earlier, until the close of business on Friday 30 June 2023. By order of the Board Clare Wardle Company Secretary 12 April 2022 Registered Office: Pemberton House Bakers Road Uxbridge UB8 1EZ United Kingdom Registered in England and Wales No. 09717350 12
Part II Explanatory notes on resolutions Resolution 1 - Receipt of the Report and Accounts We are required by the Companies Act 2006 to present the Strategic Report and the Reports of the Directors and the Auditor and CCEP's audited accounts for the financial year ended 31 December 2021 to the Meeting. These are available at https://ir.cocacolaep.com/financial-reports-and-results/integrated-reports. CCEP's Articles of Association (the "Articles") permit the Directors to pay interim dividends, which is CCEP's current practice. Resolution 2 - Approval of the Directors' Remuneration Report Under UK company law, quoted companies are required to present to their shareholders a directors' remuneration report for the financial year. This Resolution invites Shareholders to vote on the Directors' Remuneration Report for the year ended 31 December 2021, as set out on pages 92 to 107 of the 2021 Integrated Report. The 2021 Integrated Report is available at https://ir.cocacolaep.com/financial-reports-and-results/integrated-reports. This vote is advisory and will not affect the future remuneration of the Directors. Resolutions 3 to 18 - Re-election of Directors All non-executive Directors are required to retire and stand for re-election at each annual general meeting. Resolutions 3 to 18 relate to the re-election of Manolo Arroyo, Jan Bennink, John Bryant, José Ignacio Comenge, Christine Cross, Damian Gammell, Nathalie Gaveau, Álvaro Gómez-Trénor Aguilar, Thomas H. Johnson, Dagmar Kollmann, Alfonso Líbano Daurella, Mark Price, Mario Rotllant Solá, Brian Smith, Dessi Temperley and Garry Watts. Biographies of the Directors standing for re-election are set out below. In respect of each Director, the strengths and experiences set out indicate why their contribution is, and continues to be, important to the Company's long-term sustainable success. The Board reviewed the independence of the Directors and it has been determined that a majority of the Board and of the Non-executive Directors is independent. The Board recognises that eight of CCEP’s Directors, including the Chairman and Chief Executive Officer, cannot be considered independent. However, CCEP benefits from the Non- independent Directors' industry experiences and skills, and they continue to demonstrate effective judgement when carrying out their roles, and understand their obligations as Directors, including under section 172 of the Companies Act 2006. 13
Time Commitment To ensure that each Director is, and will continue to be capable of contributing the time expected of them throughout their appointment, prior to their initial appointment and during re-election, the Board satisfies itself that each Director has devoted appropriate time to board activities and obtains assurance and satisfies itself that each Director will be, able to fulfil their individual, anticipated obligations to CCEP alongside any unanticipated demands which may be placed on them in relation to CCEP or by any other commitments. Rather than adhering to a strict numeric count of directorships, by applying the same standard of analysis for each Director, the Board carefully considers their ability to meet the expected, continuing obligations to CCEP alongside roles held outside or elsewhere within the Group. Arising from its deliberations, the Board notes the following in relation to those Directors seeking re-election: Nathalie Gaveau Nathalie with her demonstrable success in the investment and tech innovation spheres coupled with her international experience make her valuable to the Board in a variety of ways. Externally, Nathalie serves as a non-executive director of Lightspeed Commerce, is a Senior Advisor to BCG Digital Ventures and President of Tailwind International Acquisition Corp, a publicly listed special purpose acquisition company (“SPAC”). As regards Nathalie's SPAC role it should not be regarded as a full-time position and does not entail the same level of responsibility as a typical executive role at a listed company as the SPAC does not operate in a traditional sense. In addition to the above Nathalie serves as a non-executive director of Calida. However it was announced on 24 March 2022 that Nathalie would not stand for re-election at the Calida Annual General Meeting on 14 April 2022. Even with her existing commitments the Board considers that Nathalie has discharged her duties effectively. Once she is no longer a director of Calida she will have additional time. Dagmar Kollmann Dagmar's wealth of expertise in finance and international listed groups, as well as risk oversight and corporate governance, make her an invaluable contributor to the Board. Her experience proves advantageous to her role as Chair of the Affiliated Transaction Committee, and as a member of the Audit Committee and Board. The Board has concluded that Dagmar continues to act in an independent capacity with sufficient time to dedicate to the Company, notwithstanding her external appointments at other listed organisations. The unfortunate clash of board and committee dates in 2021 will not be repeated in 2022. Dessi Temperley Dessi as a result of her senior financial roles held provide her with a breadth of tailored knowledge making her an active and invaluable member of both the Board and the Audit Committee. Her external commitments leave her with ample time to make a full contribution to the CCEP Board. Brian Smith Brian with his combination of deep knowledge and experience of the FMCG industry and the Coca-Cola system makes him a significant asset to the Board. The Board has concluded that his commitments at The Coca-Cola Company and Evertec, Inc will not affect his ability to provide CCEP with the level of focus and time required to discharge his responsibilities as there are numerous efficiencies that are achieved by Brian holding an executive position elsewhere in TCCC. Based on the analysis undertaken of each Director's commitments, the Board has satisfied itself that each and all of its Directors are fully able to discharge their expected duties to the Company and contribute effectively to decision-making, with sufficient capacity for unanticipated time commitments which may be required throughout their appointments. The biographies on pages 15 to 22 outline the credentials that each Director brings to the Board to promote the long term sustainable success of the Company. 14
Manolo Arroyo Non-executive Director Member of the Nomination Committee and Remuneration Committee Date appointed to the Board: May 2021 Independent: No Key strengths/experience: • Extensive experience working in the Coca-Cola system • Strong operational leadership experience in international consumer goods groups, lived and worked in four continents, both developed and emerging markets • Strategic marketing, commercial and bottling expertise • Served as CEO of publicly listed FMCG company • In depth understanding of brands in the Coca-Cola system Key external commitments: Chief Marketing Officer at TCCC and non-executive director of Effie Worldwide Previous roles: President of the Asia Pacific Group, Bottling Investments Group, and Mexico business unit of TCCC, CEO of Deoleo, S.A., Senior Vice President and President, Asia Pacific of S.C. Johnson & Son, Inc., President of the ASEAN and SEWA business units of TCCC, General Manager of the Spain business unit of TCCC, Vice-Chairman of Coca-Cola COFCO Bottling China, non-executive Director of ThaiNamThip Limited and Coca-Cola Andina Jan Bennink Non-executive Director Member of the Affiliated Transaction Committee and Corporate Social Responsibility Committee Date appointed to the Board: May 2016 Independent: Yes Key strengths/experience: • Chairman/CEO of multinational public companies • Extensive experience in FMCG, including the food and beverage industry • Thorough understanding of global and Western European markets • Strong strategic, marketing and sales experience relevant to the beverage industry Key external commitments: Chairman of the Bennink Foundation, Board member of Wonderflow B.V., Executive Partner at Xn, and Advisor to Artisan Partners. Previous roles: Executive Chairman of Sara Lee Corporation, Chairman and interim CEO of DE Masterblenders 1753 N.V., CEO of Royal Numico N.V., director of Kraft Foods Inc., Boots Company plc, Dalli-Werke GmbH & Co KG and EFIC1 and a member of the Advisory Board of ABN Amro Bank 15
John Bryant Non-executive Director Member of the Audit Committee and Remuneration Committee Date appointed to the Board: January 2021 Independent: Yes Key strengths/experience: • Chairman/CEO of a multinational public company • Expert in strategy, mergers and acquisitions, restructuring and portfolio transformation • 30 years' experience in consumer goods • Strong track record of finance and operational leadership, experience in overseeing information technology • Engaged in the cyber security strategy process Key external commitments: Non-executive director of Ball Corporation, Compass Group plc and Macy's Inc. Previous roles: Executive Chairman and CEO of Kellogg Company and other senior roles in the Kellogg Company including Chief Financial Officer, Chief Operating Officer, President, America and President, International, and strategy advisor at A.T. Kearney and Marakon Associates José Ignacio Comenge Non-executive Director Member of the Affiliated Transaction Committee Date appointed to the Board: May 2016 Independent: No Key strengths/experience: • Extensive experience of the Coca-Cola system • Broad board experience across industries and sectors • Knowledgeable about the industry in our key market of Iberia • Insights in formulating strategy drawn from leadership roles in varied sectors Key external commitments: Director of Olive Partners, S.A., ENCE Energía y Celulosa, S.A., Compañía Vinícola del Norte de España, S.A., Ebro Foods S.A., Barbosa & Almeida SGPS, S.A., and Ball Beverage Can Ibérica, S.L. Previous roles: Senior roles in the Coca-Cola system, AXA, S.A., Aguila and Heineken Spain, Vice-Chairman and CEO of MMA Insurance 16
Christine Cross Non-executive Director Chairman of the Remuneration Committee and member of the Nomination Committee Date appointed to the Board: May 2016 Independent: Yes Key strengths/experience: • In depth experience working in the food and beverage industry • Consults on international business strategy, marketing and sustainable business development • Global perspective on CCEP's activities • Experience of chairing remuneration committees Key external commitments: Director of Christine Cross Ltd, non-executive director of Hilton Food Group plc, Clipper Logistics plc, Pollen Estate and Chairman of Oddbox Delivery Ltd Previous roles: Director of Brambles Limited, Fenwick Limited, Kathmandu Holdings Limited, Next plc, Woolworths (Au) plc, Sobeys (Ca) plc, Plantasgen, Fairmont Hotels Group plc, Sonae-SGPS, S.A., Premier Foods plc, Taylor Wimpey plc and member of the Supervisory Board of Zooplus AG Damian Gammell Chief Executive Officer Date appointed to the Board: December 2016 Independent: No Key strengths/experience: • Strategy, risk management, development and execution experience • Vision, customer focus and transformational leadership • Developing people and teams and promoting sustainability • Over 25 years of leadership experience and in depth understanding of the non-alcoholic ready to drink industry and within the Coca-Cola system Key external commitments: N/A Previous roles: A number of senior executive roles in the Coca-Cola system including in Russia, Australia and Germany, also Managing Director and Group President of Efes Soft Drinks, and President and Chief Executive Officer of Anadolu Efes S.K. 17
Nathalie Gaveau Non-executive Director Member of the Corporate Social Responsibility Committee Date appointed to the Board: January 2019 Independent: Yes Key strengths/experience: • Successful tech entrepreneur and investor • Expert in e-commerce and digital transformation, innovation, mobile, data and social marketing • International consumer goods experience Key external commitments: Non-executive director of Calida Group and Lightspeed Commerce Inc., Senior Advisor to BCG Digital Ventures, and President of Tailwind International Corp, a Special Purpose Acquisition Company Previous roles: Founder and CEO of Shopcade, Interactive Business director of the TBWA Tequila Group, Asia Pacific E-business and CRM Manager for Club Med, co-founder and Managing Director of Priceminister, Financial Analyst for Lazard and non-executive director of HEC Paris Álvaro Gómez-Trénor Aguilar Non-executive Director Date appointed to the Board: March 2018 Independent: No Key strengths/experience: • Broad knowledge of working in the food and beverage industry • Extensive understanding of the Coca-Cola system, particularly in Iberia • Expertise in finance and investment banking • Strategic and investment advisor to businesses in varied sectors Key external commitments: Director of Olive Partners, S.A. and Sinensis Seed Capital SCR de RC, S.A. Previous roles: Various board appointments in the Coca-Cola system, including as President of Begano, S.A., director and Chairman of the Audit Committee of Coca-Cola Iberian Partners, S.A., as well as key executive roles in Grupo Pas and Garcon Vallvé & Contreras and director of Global Omnium (Aguas de Valencia, S.A.) 18
Thomas H. Johnson Non-executive Director and Senior Independent Director Chairman of the Nomination Committee and member of the Remuneration Committee Date appointed to the Board: May 2016 Independent: Yes Key strengths/experience: • Chairman and Chief Executive Officer of international public companies • Manufacturing and distribution expertise • Extensive international management experience in Europe • Investment and finance experience Key external commitments: Chief Executive Officer of The Taffrail Group, LLC and non-executive director of Universal Corporation Previous roles: Chairman and Chief Executive Officer of Chesapeake Corporation, President and Chief Executive Officer of Riverwood International Corporation, director of Coca-Cola Enterprises, Inc., GenOn Corporation, Mirant Corporation, ModusLink Global Solutions, Inc., Superior Essex Inc. and Tumi, Inc. Dagmar Kollmann Non-executive Director Chairman of the Affiliated Transaction Committee and member of the Audit Committee Date appointed to the Board: May 2019 Independent: Yes Key strengths/experience: • Expert in finance and international listed groups • Thorough understanding of capital markets and mergers and acquisitions • Extensive commercial and investor relations experience • Strong executive and senior leadership experience in global businesses • Risk oversight and corporate governance expertise Key external commitments: Chairman of the Supervisory Board of Citigroup Global Markets Europe AG, non-executive director of Unibail-Rodamco-Westfield SE, Deutsche Telekom AG and Paysafe Group Limited, and Commissioner in the German Monopolies Commission Previous roles: Chief Executive Officer and Country Head in Germany and Austria for Morgan Stanley, member of the board of Morgan Stanley International Ltd in London, Associate Director of UBS in London, non-executive director of KfW IPEX-Bank and Deputy Chairman of the Supervisory Board of Deutsche Pfandbriefbank AG 19
Alfonso Líbano Daurella Non-executive Director Chairman of the Corporate Social Responsibility Committee Date appointed to the Board: May 2016 Independent: No Key strengths/experience: • Developed the Daurella family’s association with the Coca-Cola system • Detailed knowledge of the Coca-Cola system • Insight to CCEP’s impact on communities from experience as trustee or director of charitable and public organisations • Experienced corporate social responsibility committee chair Key external commitments: Vice Chairman and Member of the Executive Committee of Cobega, S.A., director of Olive Partners, S.A., Chairman of Equatorial Coca-Cola Bottling Company, S.L., Vice-Chairman of MECC Soft Drinks JLT, Co-chair of the Polaris Committee at United Nations and FBN, and Ambassador of the Family Business Network and member of the board of the American Chamber of Commerce in Spain Previous roles: Various roles at the Daurella family’s Coca-Cola bottling business, director and Chairman of the Quality & CRS Committee of Coca-Cola Iberian Partners, S.A, director of Grupo Cacaolat, S.L. and director of The Coca-Cola Bottling Company of Egypt, S.A.E, member of the board of Banco Espanol de Credito Banesto, and Chair of Family Business Europe Mark Price Non-executive Director Member of the Corporate Social Responsibility Committee and Nomination Committee Date appointed to the Board: May 2019 Independent: Yes Key strengths/experience: • Extensive experience in the retail industry • A deep understanding of international trade • Strong strategic and sustainable development skills Key external commitments: Member of the House of Lords, Founder of WorkL, Chair of Trustees of the Fairtrade Foundation UK and President and Chairman of the Chartered Management Institute Previous roles: Managing Director of Waitrose and Deputy Chairman of John Lewis Partnership, non-executive director and Deputy Chairman of Channel 4 TV and Minister of State for Trade and Investment and Trade Policy, Chair of Business in the Community and The Prince’s Countryside Fund and Member of Council at Lancaster University 20
Mario Rotllant Solá Non-executive Director Member of the Remuneration Committee Date appointed to the Board: May 2016 Independent: No Key strengths/experience: • Deep understanding of the Coca-Cola system • Extensive international experience in the food and beverage industry • Experience of chairing a remuneration committee Key external commitments: Vice-Chairman of Olive Partners, S.A., Co-Chairman and member of the Executive Committee of Cobega, S.A., Chairman of the North Africa Bottling Company, Chairman of the Advisory Board of Banco Santander, S.A. in Catalonia and a Director of Equatorial Coca-Cola Bottling Company, S.L. Previous roles: Second Vice-Chairman and member of the Executive Committee and Chairman of the Appointment and Remuneration Committee of Coca-Cola Iberian Partners, S.A. Brian Smith Non-executive Director Member of the Corporate Social Responsibility Committee Date appointed to the Board: July 2020 Independent: No Key strengths/experience: • Extensive experience of working in the Coca-Cola system • Deep understanding of in market executional leadership • Strong talent development and deployment skills • Broad knowledge of global field operations at The Coca-Cola Company Key external commitments: President and Chief Operating Officer at TCCC and non-executive director and member of the Compensation Committee of Evertec, Inc. Previous roles: President of TCCC's Europe, Middle East and Africa group, President of TCCC's Latin America group, Executive Assistant to TCCC's Chief Executive Officer and Vice Chairman, President of Brazil division, President of the Mexico division and also Latin America group manager for mergers and acquisitions at TCCC 21
Dessi Temperley Non-executive Director Member of the Audit Committee Date appointed to the Board: May 2020 Independent: Yes Key strengths/experience: • Financial and technical accounting expertise • Strong commercial insights and knowledge of European markets • International consumer brands experience • Skilled in technology Key external commitments: Non-executive director and Chairman of the Audit Committee of Cimpress plc, non-executive director of Philip Morris International Inc. and member of the Supervisory Board of Corbion N.V. Previous roles: Group CFO of Beiersdorf AG, member of the Supervisory Board of tesa SE, Head of Investor Relations at Nestlé, CFO of Nestlé Purina EMENA and CFO of Nestlé South East Europe, and finance roles at Cable & Wireless and Shell Garry Watts Non-executive Director Chairman of the Audit Committee and member of the Affiliated Transaction Committee Date appointed to the Board: April 2016 Independent: Yes Key strengths/experience: • Extensive business experience in Western Europe and the UK, including as Chief Executive Officer of a global consumer good business • Served as executive and non-executive director in a broad variety of sectors and previously chaired the audit committee of a sizeable company • Financial expertise, experience and skills • Formerly an auditor Key external commitments: Senior Independent Director of Circassia Pharmaceuticals plc Previous roles: Audit Partner at KPMG LLP, Chief Financial Officer of Medeva plc, Chief Executive Officer of SSL International, director of Coca-Cola Enterprises, Inc., Deputy Chairman and Audit Committee Chairman of Stagecoach Group plc and Protherics plc and Chairman of BTG plc, Foxtons Group plc and Spire Healthcare Group plc 22
Resolutions 19 and 20 - Reappointment and Remuneration of the Auditor CCEP is required to appoint an auditor for each financial year, to hold office until the end of the next general meeting at which accounts are laid before the Shareholders. Ernst & Young LLP were first appointed by the Company to audit the financial statements for the year ending 31 December 2016 (following the Company's creation in 2016 after the merger). The period of total uninterrupted engagement since the Company's creation, including previous renewals and reappointments is six years, covering the years ending 31 December 2016 to 31 December 2021. Accordingly, the Board, on the unanimous recommendation of the Audit Committee, which has evaluated the effectiveness and independence of the external auditor, is proposing the reappointment of CCEP's existing Auditor, Ernst & Young LLP, as Auditor of CCEP for the financial year ending 31 December 2022, under Resolution 19. The Directors may set the remuneration of the Auditor if authorised by the Shareholders to do so. The Competition and Markets Authority’s Statutory Audit Services Order, which came into effect on 1 January 2015 (and with which CCEP voluntarily complies), clarified certain responsibilities of the Audit Committee, including providing that, acting collectively or through its chairman, and for and on behalf of the Board, it is permitted to negotiate and agree the statutory audit fee. Resolution 20 seeks authority for the Audit Committee to determine the Auditor’s remuneration for 2022. Resolution 21 - Political donations The Companies Act 2006 prohibits companies from making political donations to political organisations, independent candidates or incurring UK political expenditure exceeding £5,000 in any 12 month period unless authorised by Shareholders in advance. CCEP does not make, and does not intend to make, donations to political organisations or independent election candidates, nor does it incur any political expenditure. However, the definitions of political donations, political organisations and political expenditure used in the Companies Act 2006 are very wide. As a result, this can cover activities such as sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling certain public duties, and support for bodies representing the business community in policy review or reform. Shareholder approval is being sought on a precautionary basis only, to allow CCEP and any company which, at any time during the period for which this resolution has effect, is a subsidiary of CCEP, to continue to support the community and put forward its views on wider business and government interests, without running the risk of inadvertently breaching the legislation. The Board is therefore seeking authority to make political donations to political organisations and independent election candidates not exceeding £100,000 in total; make political donations to political organisations other than political parties not exceeding £100,000 in total; and to incur political expenditure not exceeding £100,000 in total. In line with best practice guidelines published by the Investment Association (the "IA"), this resolution is put to Shareholders annually rather than every four years as required by the Companies Act 2006. For the purposes of this resolution, the terms 'political donations', 'political organisations', 'independent election candidate' and 'political expenditure' shall have the meanings given to them in sections 363 to 365 of the Companies Act 2006. Resolution 22 - Authority to allot new shares This resolution seeks authority from the Shareholders to allot shares or grant rights to subscribe for or to convert any securities into Ordinary Shares. The authority is expected to be renewed at each annual general meeting. Paragraph (a) of this resolution would give the Directors the authority to allot Ordinary Shares or grant rights to subscribe for or convert any securities into Ordinary Shares up to an aggregate nominal amount equal to €1,522,570.06 (representing 152,257,006 Ordinary Shares). This amount represents approximately one-third of the issued ordinary share capital of CCEP as at 11 April 2022, the latest practicable date prior to publication of this Notice. In line with guidance issued by the IA, paragraph (b) of this resolution would give the Directors authority to allot Ordinary Shares or grant rights to subscribe for or convert any securities into Ordinary Shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to €3,045,140.12 (representing 304,514,012 Ordinary Shares), as reduced by the nominal amount of any shares issued under paragraph (a) of this resolution). This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital of CCEP as at 11 April 2022, the latest practicable date prior to publication of this Notice. 23
The Directors have no present intention to exercise the authority sought under this resolution. The authority is, however, sought to ensure that CCEP has maximum flexibility in managing CCEP's capital resources. If they do exercise the authority, the Directors intend to follow IA recommendations concerning its use (including as regards the Directors standing for re-election in certain cases). The authority sought under this resolution would apply until the end of next year’s annual general meeting or, if earlier, until the close of business on Friday 30 June 2023. As at the date of this Notice, no Ordinary Shares are held as treasury shares by CCEP. Resolution 23 - Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code Resolution 23 (the "Waiver Resolution") seeks approval from the Independent Shareholders of a waiver of the obligation that could arise on Olive and any person acting in concert with Olive to make a general offer for the entire issued share capital of the Company if Olive's interest in Ordinary Shares increases as a result of the purchase of up to 45,677,101 Ordinary Shares by CCEP pursuant to Resolutions 27 and 28 (which, if passed, would give authorisation for CCEP to purchase its own shares) (the "Buyback Authorities"). If the Waiver Resolution is approved at the AGM, Olive will not, thereby, be restricted from making an offer for CCEP. However, under the terms of the Shareholders' Agreement, as more fully described in the Prospectus, neither European Refreshments Unlimited Company ("ER") nor Olive may acquire shares in CCEP that, when aggregated with the shares held by the other, represent more than 67% of the issued CCEP shares, other than as a result of an offer (as defined in the Takeover Code) recommended by a simple majority of the Independent Non-executive Directors ("INEDs") of CCEP. The Takeover Code is administered by the Panel and applies to CCEP because it is a UK public company, which has its registered office in the United Kingdom and has securities admitted to trading on a regulated market in the UK. The Panel is the UK body which provides a framework for takeovers in the UK and ensures fair and equal treatment of shareholders in relation to takeovers. Under Rule 9 of the Takeover Code, when (i) any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which, taken together with shares in which he and persons acting in concert with him are interested, carry 30% or more of the voting rights of a company subject to the Takeover Code, or (ii) any person who, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30% of the voting rights of a company, but does not hold shares carrying more than 50% of such voting rights and such person, or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of the shares carrying voting rights in which he is interested, then in either case, that person is normally required to make a general offer in cash for all the remaining equity share capital of that company at the highest price paid by him, or any persons acting in concert with him, for shares in that company within the 12 months prior to the announcement of the offer. Under Rule 37 of the Takeover Code, when a company purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purpose of Rule 9 of the Takeover Code (although a shareholder who is neither a director nor acting in concert with a director will not normally incur an obligation to make a Rule 9 offer). However, Rule 37.1 also provides that, subject to prior consultation, the Panel will normally waive any resulting obligation to make a general offer if there is a vote of independent shareholders. Currently, Olive is interested in an aggregate of 166,128,987 Ordinary Shares representing approximately 36.3703% of the issued share capital of CCEP. If CCEP were to repurchase shares from persons other than Olive, or any person acting in concert with Olive, all the Ordinary Shares for which it is seeking the Buyback Authorities (and assuming no other allotments of Ordinary Shares), the maximum potential shareholding of Olive and any person acting in concert with Olive would increase to approximately 40.4114% of the issued ordinary share capital of CCEP. Accordingly, an increase in the percentage of the shares carrying voting rights in which Olive or any person acting in concert with Olive are interested, as a result of any exercise of the Buyback Authorities, would ordinarily, in the absence of a waiver granted by the Panel and the Waiver Resolution (if approved), have the effect of triggering Rule 9 of the Takeover Code and result in Olive and any person acting in concert with Olive being under an obligation to make a general offer to all Shareholders. Accordingly, the Panel was consulted at an early stage regarding the Waiver Resolution and the Buyback Authorities. It has reviewed the Waiver Resolution and the Buyback Authorities and the Panel has agreed, subject to the Independent Shareholders’ approval on a poll, and in accordance with Rule 37.1 of the Takeover Code, to waive the application of Rule 9 of the Takeover Code. 24
The waiver granted by the Panel relates only to any increase in the percentage of Ordinary Shares held by Olive or any person acting in concert with Olive as a result of purchases by CCEP of Ordinary Shares pursuant to the Buyback Authorities which are sought from the Shareholders in Resolutions 27 and 28 at the AGM and conditional on the passing of Resolution 23 by the Independent Shareholders of CCEP on a poll. As Olive, and any concert party of Olive, are interested in the outcome of Resolution 23, they will be precluded from voting on that Resolution. Following exercise of the Buyback Authorities (either in whole or in part), Olive will continue to be interested in Ordinary Shares carrying more than 30% of the voting rights of CCEP, but will not hold Ordinary Shares carrying more than 50% of such voting rights, and any further increase in that interest (other than a further exercise of the Buyback Authorities) will be subject to the provisions of Rule 9 of the Takeover Code. The approval in Resolution 23 (if it is given) shall expire at the end of next year’s annual general meeting or, if earlier, the close of business on Friday 30 June 2023. Further details in relation to the Waiver Resolution are set out in Part IV of this document. Olive’s intentions Olive has confirmed that it has no intention to make any changes with respect to the following matters because of any increase in its shareholding resulting from a share buyback: (a) the future business of CCEP, including its intentions for any research and development functions of CCEP; (b) the continued employment of the employees and management of CCEP and of its subsidiaries, including any material change in conditions of employment or in the balance of the skills and functions of the employees and management; (c) CCEP's strategic plans, and their likely repercussions on employment or the locations of CCEP's places of business, including on the location of CCEP’s headquarters and headquarters functions; (d) employer contributions into CCEP's pension scheme(s) (including with regard to current arrangements for the funding of any scheme deficit), the accrual of benefits for existing members, and the admission of new members; (e) the redeployment of the fixed assets of CCEP; or (f) the maintenance of CCEP’s listing on Euronext Amsterdam, the NASDAQ Global Select Market ("Nasdaq"), London Stock Exchange (“LSE”) and the Spanish Stock Exchanges. Olive has confirmed that, if it attains the maximum potential shareholding that it could obtain, of approximately 40.4114% of the issued share capital of CCEP, as a result of the Buyback Authorities, this would not materially affect the running of its future business, including in relation to (b) and (c) above as regards itself, nor significantly affect its earnings, assets or liabilities. Credit Suisse has provided advice to the Non-Olive Directors, in accordance with the requirements of paragraph 4(a) of Appendix 1 to the Takeover Code, in relation to the granting of the waiver by the Panel of the obligation that could arise on Olive to make an offer under Rule 9 of the Takeover Code in relation to Resolutions 27 and/or 28. This advice was provided by Credit Suisse to the Non-Olive Directors only, and in providing such advice Credit Suisse has taken into account the Non-Olive Directors’ commercial assessments. Resolution 24 - Approval of the Coca-Cola Europacific Partners plc Employee Share Purchase Plan The Company wishes to obtain shareholder approval for the Coca-Cola Europacific Partners plc Employee Share Purchase Plan, including its sub-plans (the “ESPP”). As the Company has a standard listing, rather than a premium listing, on the main market of the London Stock Exchange, the Company is not required under the Financial Conduct Authority's Listing Rules to obtain shareholder approval. However, the Company has opted to voluntarily seek shareholder approval for the ESPP in line with best corporate governance practice. 25
The ESPP is a global all-employee share purchase and matching plan. The ESPP has been operating purely as a share purchase plan (with dividend reinvestment) in the UK and the Netherlands for a number of years. As purchased shares and dividend shares are purchased at market value (using participants’ contributions or dividends) the ESPP has until this point only operated using existing shares purchased in the market and no new issue or treasury shares have been used to settle awards under it. The Company believes employee share ownership is a valuable tool to incentivise, motivate and retain its global workforce. As such, the Company is now extending the ESPP to additional countries, and intends to operate the ESPP with a matching element in most jurisdictions. The Company therefore now wishes to seek shareholder approval of the ESPP, in line with best practice as mentioned above, which will give the Company the additional flexibility to use new issue shares under the ESPP in the future (as well as treasury shares, although it is not anticipated that these would be used). The main provisions of the ESPP are summarised in Part V to this Notice and Resolution 24 proposes the approval of this plan. The Resolution also gives the Board the authority to establish schedules to the ESPP, or separate plans, which are commercially similar, for the purposes of granting awards to employees and executive directors who are based outside the UK. Any awards made under such schedules or separate plans will count towards the limits on participation in the ESPP. Resolutions 25 and 26 - Authority to disapply pre-emption rights If we allot new shares or sell treasury shares for cash (other than in connection with employee share schemes or the dividend reinvestment programme), we are required by the Companies Act 2006 to first offer the shares to Shareholders in proportion to their existing holdings (known as pre-emption rights), but we may seek Shareholder approval to disapply pre-emption rights, or issue shares on a non pre-emptive basis. Resolutions 25 and 26 are proposed as special resolutions, which requires a 75% majority of the votes to be cast in favour to be passed. They would give the Directors the power to allot Ordinary Shares (or sell any Ordinary Shares which CCEP elects to hold in treasury) for cash without first offering them to existing Shareholders in proportion to their existing shareholdings. The power in Resolution 25 would be limited to: (a) allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board otherwise considers necessary; or (b) up to an aggregate nominal amount of €228,385.50 (representing 22,838,550 Ordinary Shares). This aggregate nominal amount represents approximately 5% of the issued ordinary share capital of CCEP as at 11 April 2022, being the latest practicable date prior to publication of this Notice. In respect of this aggregate nominal amount, the Directors confirm their intention to follow the provisions of the Pre-Emption Group’s Statement of Principles (the "Principles") regarding cumulative usage of authorities within a rolling three year period where the Principles provide that usage in excess of 7.5% of the issued ordinary share capital of CCEP (excluding treasury shares) should not take place without prior consultation with Shareholders. Resolution 26 is intended to give the Company flexibility to make non pre-emptive issues of Ordinary Shares in connection with acquisitions and other capital investments as contemplated by the Pre-emption Group’s Statement of Principles. The power under Resolution 26 is in addition to that proposed by Resolution 25 and would be limited to allotments or sales of up to an aggregate nominal amount of €228,385.50 (representing 22,838,550 Ordinary Shares). This aggregate nominal amount represents approximately 5% of the issued ordinary share capital of CCEP (excluding treasury shares) as at 11 April 2022, being the latest practicable date prior to publication of this Notice. The powers sought under Resolutions 25 and 26 would apply until the end of next year's annual general meeting or, if earlier, until the close of business on Friday 30 June 2023. Resolutions 27 and 28 - Authority to purchase own shares Resolutions 27 and 28, which are each conditional on the passing of Resolution 23 (Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code), would allow CCEP to buy back its own Ordinary Shares via methods permitted by the Companies Act 2006. Resolution 27 would allow CCEP to buy back its Ordinary Shares by way of on-market purchases on a recognised investment exchange pursuant to section 701 of the Companies Act 2006. However, as the Nasdaq, Euronext Amsterdam and the Spanish Stock Exchanges are not recognised investment exchanges for the purposes of section 693(2) of the Companies Act 2006, repurchases conducted on these exchanges do not qualify as 'on-market' purchases. Therefore approval of off‑market purchases is sought under Resolution 28 to enable share repurchases of shares quoted on any of these exchanges. 26
The Directors consider it to be desirable to have the general authority to make purchases either by way of on market purchases under Resolution 27 or off market purchases under Resolution 28 (the latter of which, as described above, could include open-market repurchases of shares quoted on the Nasdaq, Euronext Amsterdam or the Spanish Stock Exchanges) to have maximum flexibility in managing CCEP's capital resources or offset the dilutive effect of the issue of new shares under CCEP's share award plans. The Directors will only buy back shares when they consider that such purchases would be in the interests of CCEP and Shareholders generally, and could be expected to result in an increase in the earnings per share of CCEP. There can be no certainty as to whether CCEP will repurchase any of its shares, or as to the amount of any such repurchases or the prices at which such repurchases may be made. Any decision by CCEP to repurchase any of its shares would involve due to consideration to the Company's leverage position. Upon the closing of the Coca-Cola Amatil Limited acquisition in May 2021, CCEP's leverage peaked at approximately 5 times net debt to adjusted EBITDA, which by the end of FY21 had reduced to 4.3 times, reflecting the company's strong free cash flow generation and focus on cash. CCEP is confident that it will be able to return to its target leverage range of 2.5 to 3 times net debt to adjusted EBITDA by FY24 whilst remaining fully committed to its strong investment grade ratings. CCEP currently has no Ordinary Shares held in treasury. Under the Companies Act 2006, Ordinary Shares bought back may be held in treasury or may be cancelled. Ordinary Shares held in treasury may be either sold for cash or transferred for the purposes of an employee share scheme (subject, if necessary, to Shareholders’ approval at a general meeting). Whilst CCEP therefore has a choice of either holding or cancelling any Ordinary Shares it may purchase, given that its Ordinary Shares are held and settled within DTC, CCEP is most likely to choose to cancel any such Ordinary Shares. If, notwithstanding the above, CCEP decides not to cancel such Ordinary Shares, but instead hold them in treasury, CCEP would have regard to any investor guidelines regarding the purchase of Ordinary Shares intended to be held in treasury and their holding or resale. CCEP has share awards outstanding over 4,091,346 Ordinary Shares, representing 0.8957% of CCEP’s ordinary issued share capital as at 11 April 2022. Authority is sought for CCEP to purchase, in aggregate under Resolutions 27 and/or 28, an amount of Ordinary Shares which, as at 11 April 2022, is up to 10% of its issued Ordinary Shares, however, this authorised amount will be reduced by an amount equal to the number of Ordinary Shares that are purchased or agreed to be purchased by CCEP after 11 April 2022 and before 27 May 2022 pursuant to the authority granted at CCEP’s 2021 annual general meeting (if any). This is to ensure that the amount being whitewashed pursuant to Resolution 23 will always be the maximum potential shareholding of Olive and any person acting in concert with Olive. Resolutions 27 and/or 28 are proposed as special resolutions, which require 75% majority of the votes to be cast in favour to be passed. On market purchases Under Resolution 27, which is conditional on the passing of Resolution 23, authority is sought to allow CCEP to buy back its own Ordinary Shares by way of market purchases (as such term is defined in section 693(4) of the Companies Act 2006), in accordance with specific procedures set out in the Companies Act 2006. The minimum price, exclusive of expenses, which may be paid for an Ordinary Share on-market is €0.01, its nominal value. The maximum price, exclusive of expenses, which may be paid for an Ordinary Share on-market is equal to the highest of: (a) an amount equal to 5% above the average market value of an Ordinary Share purchased on the trading venue where the purchase is carried out for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and (b) the higher of the price of the last independent trade and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out at the relevant time. Off-market purchases Under Resolution 28, which is conditional on the passing of Resolution 23, authority is sought to allow CCEP to buy back its own Ordinary Shares by way of off-market purchases (as such term is defined in section 693(2) of the Companies Act 2006, which would include open-market repurchases of Ordinary Shares quoted on any of the Nasdaq, Euronext Amsterdam and the Spanish Stock Exchanges), in accordance with specific procedures set out in the Companies Act 2006. 27
Such repurchases may only be made pursuant to a share repurchase contract, the terms of which have been approved by Shareholders in accordance with section 694 of the Companies Act 2006. Resolution 28 specifies which counterparties may each enter into such contracts with CCEP. Under the Companies Act 2006, CCEP may enter into any such contracts prior to, but conditional on, the approval of their terms by Shareholders, or subsequently, once their terms have been approved by Shareholders. As it did at the 2021 annual general meeting, CCEP is seeking approval of the terms of the Contract as defined in Resolution 28. Any Contracts that have not already been approved by Shareholders and which are entered into prior to this year’s AGM will be conditional on the approval of their terms at the AGM and no purchase of any Ordinary Shares will take place under them unless and until such approval is given. Copies of the Contract and the list of repurchase counterparties related to such Contract, will be made available for Shareholders to inspect at CCEP's registered office at Pemberton House, Bakers Road, Uxbridge UB8 1EZ, United Kingdom from 12 May 2022 until the date of the AGM. Copies of the Contract and the list of repurchase counterparties will also be available for inspection at the AGM. Under the Companies Act 2006, CCEP must seek authorisation for share repurchase contracts and counterparties at least every five years. However, if Resolution 28 is approved, CCEP may repurchase shares pursuant to the form of Contract with the relevant counterparties until the end of next year’s annual general meeting or, if earlier, until the close of business on Friday 30 June 2023. Resolution 29 - Notice period for general meetings other than annual general meetings Under UK company law, general meetings are required to be called on 21 clear days’ notice, except where reduced by special resolution of the shareholders. Resolution 29, which is proposed as a special resolution and requires 75% of votes to be cast in favour to be passed, seeks authority for the Directors to call general meetings (other than annual general meetings) on 14 days’ notice. However, as CCEP has a global shareholder base, in practice we would always aim to provide a longer notice period to allow overseas investors to participate fully. The shorter notice period will not be used as a matter of routine and will only be used where it makes sense to do so, having regard to the business to be transacted at that meeting. In addition, the Directors will not make use of the shorter notice period except where they consider that doing so would be beneficial to the Shareholders as a whole. If the authority is used, CCEP would expect to explain its reasons for taking this exceptional action in its next annual report and accounts. The authority granted by this resolution shall apply until the end of next year’s annual general meeting or, if earlier, until the close of business on Friday 30 June 2023, and is intended to be renewed every year. CCEP would meet the requirements for electronic voting to be available at any general meeting held on short notice. 28
Part III Notes to the Notice of 2022 Annual General Meeting Impact of Coronavirus (COVID-19) on the AGM 1. At the time of the publication of this document, there are no UK Government restrictions related to the COVID-19 pandemic and indoor gatherings. Any changes to the AGM (including any change to the location of the AGM) as a result of the Government introducing any new measures in relation to the holding of general meetings or other public gatherings, will be communicated to Shareholders before the Meeting through our website at www.cocacolaep.com/about-us/governance/shareholder-meetings and, where appropriate, by announcement through a regulatory information service. Appointment of proxies 2. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A Shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that Shareholder. If a member appoints more than one proxy and the proxy forms appointing those proxies would give those proxies the apparent right to exercise votes on behalf of the member over more shares than are held by the member, then each of those proxy forms will be invalid and none of the proxies so appointed will be entitled to attend, speak or vote at the AGM. A proxy need not be a Shareholder of CCEP. 3. A proxy form which may be used to make such appointment and give proxy instructions accompanies this Notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the Company Secretary at Pemberton House, Bakers Road, Uxbridge UB8 1EZ, United Kingdom, or by email at shareholders@ccep.com. 4. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form. 5. To be valid, any proxy form or other instrument appointing a proxy must be received no later than 12.00pm on 25 May 2022 (or, in the event of any adjournment, 48 hours before the time of the adjourned Meeting). A member may vote by choosing one of the following methods: (a) Voting via the internet: to vote via the internet, go to www.proxyvote.com. Have the information printed on the proxy form in the box marked by the arrow →[xxxx xxxx xxxx xxxx] available and follow the instructions. (b) Voting by mail: to vote by mail, request a paper copy of the proxy materials, which will include a proxy form and postage-paid envelope for returning your proxy card. (c) Voting in person: to vote at the Meeting, you will need to request a poll card and complete it there. 6. In the case of a Shareholder which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer, attorney or other person authorised to sign it for CCEP. 7. The proceedings of a general meeting shall not be invalidated where an appointment of a proxy in respect of that meeting is sent in electronic form as provided above, but because of a technical problem it cannot be read by the recipient. 8. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in CCEP's register of members in respect of the joint holding (the first‑named being the most senior). 9. If you submit more than one valid proxy appointment in respect of the same share, the appointment received last before the latest time for the receipt of proxies will take precedence. If CCEP is unable to determine which notice was last received, none of them shall be treated as valid in respect of that share. 29
10. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM. 11. The return of a completed proxy form, other such instrument or any CREST Form of Instruction or similar proxy instruction (as described in paragraphs 12 to 15 below) will not prevent a Shareholder attending the AGM and voting in person if he/she wishes to do so. CREST 12. If you are a holder of Depositary Interests ("DIs"), you should return a completed Form of Instruction to the Transfer Agent, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom in the enclosed reply paid envelope following the instructions therein. To be effective, the Form of Instruction must be received by the Transfer Agent by no later than 12.00pm on 24 May 2022. Alternatively, holders of DIs may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf. For instructions made using the CREST voting service to be valid, the appropriate CREST message (a "CREST Voting Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST). 13. To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Transfer Agent (ID: 3RA50) no later than 12.00pm on 24 May 2022 (or, in the event of an adjourned meeting, three business days before the adjourned meeting (excluding weekends and public holidays in the UK)). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which CCEP's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST. After this time, any change of voting instructions made through CREST should be communicated to the Transfer Agent by other means. 14. Holders of DIs and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the DI holder concerned to take (or, if the DI holder is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that their CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time. In this connection, DI holders and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 15. CCEP may treat as invalid a CREST Voting Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. Corporate representatives 16. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its power as a member provided that they do not do so in relation to the same shares. Nominated persons 17. Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the Shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights. 18. The statement of the rights of Shareholders in relation to the appointment of proxies in paragraphs 3 to 11 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by Shareholders. 30
Entitlement to attend and vote 19. To be entitled to attend and vote at the AGM either in person or by proxy (and for the purpose of the determination by CCEP of the votes they may cast), Shareholders must be registered in the Register of Members of CCEP at 12.00pm on 25 May 2022, (or, in the event of any adjournment, on the date which is 48 hours before the time of the adjourned Meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting. Issued shares and total voting rights 20. As at 11 April 2022 (being the last practicable date prior to the publication of this Notice) CCEP’s issued share capital consists of 456,771,018 Ordinary Shares carrying one vote each. Therefore the total voting rights in CCEP as at 11 April 2022 are 456,771,018 Ordinary Shares. Website publication of audit concerns 21. Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require CCEP to publish on a website a statement setting out any matter relating to: (i) the audit of CCEP’s accounts (including the Auditor’s report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an Auditor of CCEP ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. CCEP may not require the Shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where CCEP is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to CCEP's Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that CCEP has been required under section 527 of the Companies Act 2006 to publish on a website. General queries 22. Except as provided above, members who have general queries about the AGM, or queries unrelated to the business of the AGM, should use the following means of communication (no other methods of communication will be accepted): (a) Shareholders may contact our registrar, Computershare, on +1-781-575-2867 (outside the US) or +1-800-418-4223 (within the US); or (b) access Computershare’s investor website at www.computershare.com/us/investor. You may not use any electronic address provided either in this Notice of AGM or any related documents (including the Chairman's letter and proxy form) to communicate with CCEP for any purposes other than those expressly stated. Questions at the AGM 23. Any Shareholder attending the AGM has the right to ask questions. CCEP must cause to be answered any such question relating to the business being dealt with at the AGM, but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of CCEP or the good order of the meeting that the question be answered. 24. Although this year's AGM will be ran as an open Meeting, we recognise that some Shareholders may not attend due to COVID-19 risks and will therefore not have the opportunity to ask questions at the Meeting. Therefore, if Shareholders have questions for the Board in relation to the matters to be discussed at the AGM, please submit them by email to shareholders@ccep.com by 12.00pm on 25 May 2022 (or, in the event of any adjournment, at least 48 hours before the time of the adjourned meeting). 31
Part IV Additional Information 1. Responsibility Statement The Directors take responsibility for the information contained in this document, save that: (a) the Olive Nominated Directors, who have not participated in the Board’s consideration of the Waiver Resolution, take no responsibility for the second paragraph under the heading "Recommendation" on page 6; and (b) the only responsibility accepted by the Directors in respect of the information in this document relating to Olive and its intentions has been to ensure that such information has been correctly and fairly reproduced or presented (and no steps have been taken by the Directors to verify this information). To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that this is the case), the information for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. The directors of Olive take responsibility for information in this document relating to Olive and its intentions. To the best of the knowledge and belief of the directors of Olive (who have taken all reasonable care to ensure that this is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. 2. Business of CCEP Coca-Cola Europacific Partners is a publicly traded, UK-domiciled company listed on Euronext Amsterdam, Nasdaq, LSE and the Spanish Stock Exchanges (ticker symbol: CCEP). CCEP is one of the world's leading consumer goods companies. We make, move and sell some of the world's most loved brands - serving 600 million consumers and helping 1.75 million customers across 29 countries grow. We combine the strength and scale of a large, multi- national business with an expert, local knowledge of the customers we serve and communities we support. CCEP was formed on 28 May 2016 through the merger of Coca-Cola Enterprises, Inc., Coca‑Cola Erfrischungsgetränke GmbH and Coca-Cola Iberian Partners, S.A. as more fully set out in the Prospectus. 3. Current ratings CCEP's current long-term ratings from Moody's and Fitch are Baa1 and BBB+, respectively. Changes in the operating results, cash flows or financial position could impact the ratings assigned by the various rating agencies. The credit rating can be materially influenced by a number of factors including, but not limited to, acquisitions, investment decisions, capital management decisions of TCCC and/or changes in the credit rating of TCCC. Should the credit ratings be adjusted downward, the Group may incur higher costs to borrow, which could have a material impact on the financial condition and result of operations. There are no current ratings or outlooks publicly accorded to Olive by any ratings agencies. 32
4. Directors of CCEP The names of the Directors and the positions they hold at the date of this document are: Name Position Damian Gammell Chief Executive Officer Olive Nominated Directors Sol Daurella Chairman José Ignacio Comenge Non-executive Director Álvaro Gómez-Trénor Aguilar Non-executive Director Alfonso Líbano Daurella Non-executive Director and Corporate Social Responsibility Committee Chairman Mario Rotllant Solá Non-executive Director ER Nominated Directors Manolo Arroyo Non-executive Director Brian Smith Non-executive Director INEDs Jan Bennink INED John Bryant INED Christine Cross INED and Remuneration Committee Chairman Nathalie Gaveau INED Thomas H. Johnson INED, Senior Independent Director and Nomination Committee Chairman Dagmar Kollmann INED and Affiliated Transaction Committee Chairman Mark Price INED Dessi Temperley INED Garry Watts INED and Audit Committee Chairman Further information relating to the Directors is provided on pages 67 to 71 of the 2021 Integrated Report. The business address of the Directors is: Pemberton House, Bakers Road, Uxbridge UB8 1EZ, United Kingdom. 5. Directors' and other interests in CCEP At the close of business on 11 April 2022 (being the latest practicable date prior to the date of this document), the interests of the Directors and their families and the interests of persons connected with them, within the meaning of Part 22 of the Companies Act 2006, in the issued share capital of CCEP were as follows: Name Ordinary Shares % of CCEP's issued share capital Shares held Sol Daurella1 32,746,437 7.16911 % Indirectly through Olive Damian Gammell 388,758 0.08511 % Directly Jan Bennink 49,790 0.01090 % Directly John Bryant 3,340 0.00073 % Directly José Ignacio Comenge 7,834,271 1.71514 % Indirectly through Olive Álvaro Gómez-Trénor Aguilar 3,140,591 0.68756 % Indirectly through Olive Thomas H. Johnson 14,000 0.00306 % Directly Alfonso Líbano Daurella 6,573,282 1.43908 % Indirectly through Olive Garry Watts 10,000 0.00219 % Directly 1. For the purposes of Rules 24 and 25 of the Takeover Code, under Part 22 of the Companies Act 2006, Sol Daurella is deemed to be interested in the Ordinary Shares held by Olive by virtue of her indirect minority interest in Cobega S.A., which indirectly owns 56.373% of Olive. 33
As at the close of business on 11 April 2022 (being the latest practicable date prior to the date of this document), Olive holds 166,128,987 Ordinary Shares, representing approximately 36.3703% of CCEP's issued share capital. In addition, as provided below, the following directors of Olive (all of whom are corporate directors, as set out in paragraph 12, below) hold an indirect interest in CCEP's Ordinary Shares through their shareholding in Olive: Directors % of CCEP's issued share capital Cobega Invest S.L.U. 20.50331691 % Colabots, S.L. 0.07465783 % Empresas Comerciales e Industriales Valencianas, S.L 7.76466064 % Fimora Inversiones S.L. 1.84388021 % Mendibea 2002, S.L. 0.96275104 % Paosar, S.L. 0.00114859 % Rimnal Inversiones, S.L.U. 0.00000049 % Furthermore, the following directors of Olive (all of whom are corporate directors, as set out in paragraph 12, below) hold an indirect interest in CCEP’s Ordinary Shares through their direct or indirect shareholdings in Cobega, S.A. ("Cobega"): Directors % of CCEP’s issued share capital Begindau, S.L.U.1 7.16527225 % Indau S.á r.l. 7.16527225 % Gesnecón 91, S.L. 3.21900115 % Montsunt, S.A. 2.38676621 % 1. is a fully-owned subsidiary of Indau S.á r.l. As at the close of business 11 April 2022 (being the latest practicable date prior to the date of this document) two of Olive’s shareholders, Cobega Invest, S.L.U. (currently holder of a 56.37379188% stake in Olive) and Empresas Comerciales e Industriales Valencianas, S.L.U. ("Empresas") (currently holder of a 21.34890490% stake in Olive) would hold an indirect stake in CCEP of more than 5% of its issued share capital (20.50331691% in the case of Cobega Invest, S.L.U. and 7.76466064% in the case of Empresas). Cobega Invest, S.L.U. is 100% owned by Cobega, the Daurella family’s holding company and a former bottling company active in Catalonia, Aragon, the Balearic Islands, the Canary Islands and Andorra. Empresas was the main shareholder of a former bottling company active in the Levante region of Spain until it was merged into Coca-Cola Iberian Partners S.A. ("CCIP") (now a CCEP subsidiary) in 2013, and is now a holding company whose main assets are shares in Olive as well as certain other interests in real estate and companies active in the food, agriculture and production of renewable energy sectors. In addition, as at close of business on 11 April 2022 (being the latest practicable date prior to the date of this document), Begindau, S.L.U. ("Begindau"), as a shareholder of Cobega, would also hold an indirect stake in CCEP of more than 5% of its issued share capital 7.16527225%). Begindau is a fully owned subsidiary of Indau, S.á r.l. ("Indau") and is ultimately fully controlled by Sol Daurella. Begindau and Indau are pure holding companies whose main assets are shares in Cobega. As at the close of business on 11 April 2022 (being the latest practicable date prior to the date of this document), certain options over Ordinary Shares have been granted to Damien Gammell, for nil consideration, as follows: Name Share scheme Number of shares Exercise Price Exercise Period End Damian Gammell Options1 324,643 $39.00 05.11.25 1. 1/3 of these Options vested on 05.11.2016. An additional 1/3 vested on 05.11.2017. The final 1/3 vested on 05.11.2018. 34
As at the close of business on 11 April 2022 (being the latest practicable date prior to the date of this document), certain awards of shares have also been granted to Damian Gammell under CCEP share plans, all for nil consideration, as follows: Name Date award made Number of shares Date of vesting Damian Gammell 17 March 2020 78,132 17 March 2023 Damian Gammell 29 September 2021 74,703 15 March 2024 Damian Gammell 10 March 2022 81,888 10 March 2025 In the 12 months prior to the close of business on 11 April 2022 (being the latest practicable date prior to the date of this document), neither Olive nor any of the Olive Directors or their families or persons connected with them within the meaning of Part 22 of the Companies Act 2006 had any dealings (including borrowing or lending) in CCEP’s Ordinary Shares. 6. Directors’ service contracts and emoluments Information about the Directors’ service contracts and letters of appointments is set out on page 203 of the 2021 Integrated Report, which is incorporated into this document by reference. Save as disclosed above, there are no service contracts in force between any Director or proposed director of CCEP and the Company, and no such contract has been entered into or amended in the last six months preceding the date of this document. 7. Material contracts Material contracts entered into by CCEP or its subsidiaries On 10 May 2021, the Company acquired Coca-Cola Amatil Limited (“CCL”). In connection with this acquisition, CCEP entered into the following documents which are or may be material: (a) a scheme implementation deed entered into with CCL on 4 November 2020, and amended on 14 February 2021, under which the Company acquired 69.2% of the entire existing issued share capital of CCL, pursuant to a scheme of arrangement. In accordance with the Scheme, each Independent Amatil Shareholder received A$13.32 per share; and (b) a co-operation and sale deed entered into with the TCCC Group on 4 November 2020 in respect of the purchase of the TCCC Group’s 30.8% interest in CCL. Under this agreement, and pursuant to elections made under that agreement, shares held by the TCCC Group were acquired by the Company on completion of the Scheme in two tranches. In respect of the first tranche of shares, representing 10.8% of the issued share capital of CCL, the TCCC Group received total cash consideration of A$9.39 per share. The Company elected to purchase the second tranche of shares, representing 20% of the issued share capital of CCL in cash at A$10.57 per share. Under the above arrangements, the cash consideration paid by CCEP to the Independent Amatil Shareholders was A$6,673 million and the cash consideration paid to TCCC was A$893 million. Other than the contracts listed above, no contracts have been entered into by CCEP or any of its subsidiaries, other than in the ordinary course of business, within the period of two years prior to the date of this document which are or may be material. 35
Material contracts entered into by Olive or its subsidiaries No contracts have been entered into by Olive or any of its subsidiaries, other than in the ordinary course of business, within the period of two years prior to the date of this document which are or may be material other than: (a) a corporate service agreement entered into with Cobega on 26 May 2016, and amended on 25 May 2018, 1 January 2019, 1 January 2020, 1 January 2021 and 1 January 2022, which took effect from 1 June 2016 for a three year term, automatically extended for one-year periods unless notice to the contrary is served two months in advance to the termination date, provided that Cobega maintains an indirect stake higher than 50% in Olive. The services rendered by Cobega to Olive under this agreement include services relating to its business operations (including with respect to its industrial, organisation and human resources functions), financial operations (including with respect to its cash management, cash control, accounting and tax functions) and legal management; (b) certain corporate services agreements entered into between Cobega and each of: (i) Olive Activos, S.L.U., Nosoplas, S.L.U., and Frutos y Zumos, S.A.U., all of which were entered into on 22 June 2016, and amended on 25 May 2018, 1 January 2019, 1 January 2020, 1 January 2021 and 1 January 2022. They took effect from 1 June 2016, for a three year term and automatically extend for one year periods unless notice to the contrary is served two months in advance of the termination date; and (ii) RPET Flake S.L. and Ikenergy Tarancón S.L. each of which was entered into on 6 March 2019 and amended on 1 January 2020, 1 January 2021 and 1 January 2022. The services rendered by Cobega to each of the companies under these agreements include services relating to its business operations (including with respect to its industrial, organisation and human resources functions), financial operations (including with respect to financial controlling, accounting and tax functions) and legal management; and (c) certain corporate service agreements entered into between Cobega Financial Services S.L.U and each of: (i) Olive, Olive Activos, S.L.U., Nosoplas, S.L.U., and Frutos y Zumos, S.A.U., all of which were entered into on 1 January 2019, and amended on 1 January 2020, 1 January 2021 and 1 January 2022, for a three year term and automatically extend for one year periods unless notice to the contrary is served two months in advance of the termination date; and (ii) RPET Flake S.L. and Ikenergy Tarancon S.L. each of which was entered into on 6 March 2019 and amended on 1 January 2020, 1 January 2021 and 1 January 2022. The services rendered by Cobega Financial Services S.L.U to Olive and each of the companies under these agreements include services relating to cash reporting, cash management and bank relationship services. 8. Significant change Save as set out below, there has been no significant change in the financial or trading position of CCEP since 31 December 2021. As set out in further detail in Note 27 to the consolidated financial statements included in the 2021 Integrated Report: • in January 2022, the Group repaid prior to maturity €700 million of outstanding euro denominated borrowings (€700 million 0.75% Notes 2022) due in February 2022; • in February 2022, the Group entered into asset sale arrangements with TCCC pursuant to which the Group agreed to sell certain non-alcoholic ready to drink brands predominantly available in Australia and New Zealand, that were acquired as part of the acquisition of CCL, for a total consideration approximating A$275 million; and • since 31 December 2021, we have seen significant macro-economic uncertainty as a result of the conflict in Ukraine. The scale and duration remains uncertain and could impact our earnings and cash flow. 36
9. Middle market quotations The middle market quotations for the Ordinary Shares of CCEP, as derived from, in the case of Euronext Amsterdam, LSE, Nasdaq and the Spanish Stock Exchanges, the Bloomberg service, for the first Business Day of each of the six months immediately preceding the date of this document and on 11 April 2022 (being both the latest practicable and available date prior to the date of this document) are set out in the table below. Date Price per Ordinary Share Euronext Amsterdam € LSE € Nasdaq $ Spanish Stock Exchanges € 1 November 2021 45.95 46.10 53.80 46.03 1 December 2021 44.39 44.68 49.32 44.61 3 January 20221 49.63 50.33 56.34 49.67 1 February 2022 50.93 50.95 58.28 51.03 1 March 2022 44.15 44.23 48.47 44.13 1 April 2022 44.59 44.55 49.85 44.69 11 April 2022 44.44 44.25 47.60 44.40 1. The LSE was closed on the 3rd January 2022 so the price given for the LSE is as of 4th January 2022 which was the first Business Day of January for the LSE. 10. Relationship between Olive, CCEP and the Olive Nominated Directors CCEP The governance framework of CCEP is set out in CCEP’s Articles (the terms of which are described on pages 203 to 208 of the Prospectus) and the Shareholders’ Agreement (the terms of which are described at pages 240 to 246 of the Prospectus) which provide a high level framework for the affairs and governance of CCEP and set out CCEP’s relationships with its stakeholders, including Olive and ER. Olive Olive is 56.37379188% owned by Cobega Invest, S.L.U which, in turn, is 100% owned by Cobega. As described in paragraph 7 of this Part IV, Cobega has entered into a number of corporate services agreements with Olive and its subsidiaries. As Olive is interested in the Waiver Resolution, it is not entitled to vote on it in respect of its shareholdings. Olive Nominated Directors In accordance with the terms of the Articles and the Shareholders’ Agreement, the Olive Nominated Directors have been appointed to the Board by Olive. As Olive is considered to be interested in the outcome of the Waiver Resolution, the Olive Nominated Directors have, in accordance with the provisions of the Takeover Code, made no recommendation on the Waiver Resolution. The Olive Nominated Directors have no direct shareholding in CCEP. 11. Business of Olive and current trading and prospects Olive is a Spanish company with its registered office at C/ Alcalá 44, 4ª planta, 28014 Madrid, Spain. The nature of its business is as a holding company through which the former shareholders in CCIP, which is now a CCEP subsidiary, hold their shares in CCEP. In addition, Olive is also the holding company of the shares in certain companies that used to be owned by former subsidiaries of CCIP or in new companies (RPET Flake S.L. and Ikenergy Tarancón S.L.) which carry out supplementary activities to those of the aforementioned former subsidiaries of CCIP. All those other companies are the Olive Subsidiaries. Olive attaining the maximum controlling position as a result of the Buyback Authorities would not significantly affect its earnings, assets or liabilities. 37
12. Directors of Olive The directors of Olive (all of which, other than Mr Álvaro Gómez-Trénor Aguilar and Mr Pablo Gómez-Trénor Aguilar, are corporate directors) are: • Indau S.á r.l. (represented by Ms Sol Daurella); • Empresas Comerciales e Industriales Valencianas, S.L. (represented by Mr Javier Gómez-Trénor Vergés); • Provisiones y Tenencias, S.L.U. (represented by Mr Mario Rotllant Solá); • Gesnecón 91, S.L. (represented by Mr Alfonso Líbano Daurella); • Montsunt, S.A. (represented by Ms Victoria Figueras-Dotti Daurella); • Cobega Invest, S.L.U. (represented by Mr Camilo Javier Juliá Diez de Rivera); • Rimnal Inversiones, S.L.U. (represented by Ms Alicia Daurella Aguilera); • Begindau, S.L.U. (represented by Mr Eduardo Berché Moreno); • Mr Álvaro Gómez-Trénor Aguilar; • Mr Pablo Gómez-Trénor Aguilar; • Usó Ferrera Inversiones, S.L. (represented by Mr Manuel Ferris Usó); • Fimora Inversiones, S.L. (represented by Alexis Masaveu Mora-Figueroa); • Colabots, S.L. (represented by Mr Manuel Álvarez de Estrada Creus); • Mendibea 2002, S.L. (represented by Mr José Ignacio Comenge); and • Paosar, S.L. (represented by Mr Jaime Castellanos Borrego). The business address of Olive is C/ Alcalá 44, 4ª planta, 28014 Madrid, Spain. 13. Interests in Olive of CCEP and the Directors Other than as described below, neither CCEP nor any of the Directors, or their families or persons connected with them within the meaning of Part 22 of the Companies Act 2006, have any interests in, rights to subscribe for, or short positions in the issued ordinary share capital of Olive. José Ignacio Comenge directly holds 25,765 shares in the capital of Olive, representing approximately 0.001721% of its issued share capital. Álvaro Gómez-Trénor Aguilar directly holds 90,967 shares in the capital of Olive, representing 0.0061% of its issued share capital. In addition, the following Olive Nominated Directors hold an indirect interest in Olive through their shareholdings in Cobega and other connected parties: Name % of Olive’s issued share capital Sol Daurella 19.711291 José Ignacio Comenge 4.715776 Álvaro Gómez-Trénor Aguilar 1.890453 Alfonso Líbano Daurella 3.956734 14. Profit Forecast On 16 February 2022 the Group published its preliminary unaudited results of the Group for the year ending 31 December 2021, which included outlook guidance for the year ending 31 December 2022 (the “Profit Forecast Period”). Such guidance for the Profit Forecast Period included a profit measure (the “Profit Forecast”), as presented below. • Operating profit: pro forma comparable growth of 6-9% (on a fx-neutral basis) The Profit Forecast constitutes a profit forecast for the purposes of Rule 28 of the Takeover Code. It was made in accordance with established practice and as part of the ordinary course of CCEP’s communications with its shareholders and the market. The Directors have considered the Profit Forecast to confirm that it remains valid as at the date of this document. The Profit Forecast is presented on a pro forma comparable basis, which assumes acquisition of CCL occurred on 1 January 2021 and excludes certain comparable items considered by the Group to impact comparability of financial performance between periods. Further detail of the pro forma comparable results for the year ended 31 December 2021, including a reconciliation from the Group’s reported results to the pro forma comparable financial information, is included within the Business and Financial Review on pages 50 to 63 of the 2021 Integrated Report. Further, the Profit Forecast is presented on a constant currency basis and excludes the effect of foreign exchange rate changes during the Profit Forecast Period. 38
Basis of preparation The Profit Forecast is based on the Group’s current internal forecast for the remainder of the year ending 31 December 2022. The basis of accounting used for the Profit Forecast is consistent with the Group’s existing accounting policies, which are in accordance with U.K. adopted International Accounting Standards, IFRS as adopted by the EU and IFRS as issued by the IASB, and will be applied in the preparation of the Group’s financial statements for the year ending 31 December 2022. The Directors have prepared the Profit Forecast on the basis referred to above and the assumptions set out below, which have been updated as at the date of this document. The Profit Forecast is inherently uncertain and there can be no guarantee that any of the factors referred to below under ‘Assumptions’ will not occur and/or, if they do, their effect on the Group’s results of operations, financial condition or financial performance, may be material. The Profit Forecast should therefore be read in this context and construed accordingly. Assumptions Factors outside the influence or control of the Directors For the year ending 31 December 2022: • there will be: • continued recovery to 2019 levels across our markets in Away from Home channel volumes, instant consumption volumes and levels of tourism; • no adverse change in non-alcoholic ready-to-drink market conditions (including, but without limitation, in relation to actions taken by the Group’s competitors and customers, the Group’s ability to realise price increase or customer consolidation); • no exposure to prolonged periods of unseasonal weather; • no change in consumer preferences of non-alcoholic ready-to-drink beverages that the Group is unable to address through changes in its product and packaging ranges; • no further adverse changes in supply chain costs to the Group (for example, as a result of material supply chain disruptions, changes in the cost of unhedged commodities, raw material availability, supplier consolidation) and/or the Group’s labour costs (including pension and other employment benefits); • no change in the political and/or economic environment in which the Group operates (including the introduction of additional lockdowns or other COVID-19 related restrictions), or worldwide event which results in significant disruption to the Group’s business (including any further adverse economic impacts resulting from the conflict in Ukraine); • no change in legislation or regulatory requirements relating to the Group or the legislative or regulatory environment within which the Group, or a material part of it, operates (including, without limitation, the introduction of new deposit schemes or other packaging related legislation or the introduction of new soft drink industry taxes or levies); • no change in general sentiment towards TCCC, Monster or the Group and/or its operations which has an impact on the Group; • no business disruption affecting the Group, its customers, its supply chain or other stakeholders (including, but without limitation, product recalls, natural disasters, severe adverse weather, acts of terrorism, cyber- attacks, credit default events for key customers, labour strikes or technological issues); • no change in the Group’s external credit rating, existing debt arrangements, or its ability to access external financing; • no change in the accounting standards or policies which were used for the Profit Forecast; and • no change with respect to the retention of key management; 39
which is material in the context of the Profit Forecast; • there will be no change in control of the Group. Factors within the influence or control of the Directors In preparing the Profit Forecast, the Directors have also assumed that there will be for the year ending 31 December 2022: • no change in the expected realisation of pricing changes with customers; • no change to the strategy or operation of the Group’s business; • no deterioration in the Group’s relationships with customers or suppliers; • no deterioration in the Group’s relationships with TCCC, Monster and other franchisers; • no health and safety issues experienced by the Group; • no unplanned capital expenditure or asset disposals conducted by or affecting the Group; • no merger and acquisition, or divestment activity conducted by or affecting the Group; • no change to the expected realisation of benefits from the Company’s business transformation programmes; and • no change in key management of the Group which is material in the context of the Profit Forecast. Directors’ confirmation The Directors have considered the Profit Forecast and confirm (i) that it remains valid as at the date of this document; (ii) that it has been properly compiled on the basis of the assumptions set out in this paragraph 14; and (iii) that the basis of accounting used is consistent with the Group’s existing accounting policies. 15. General Credit Suisse has given and has not withdrawn its written consent to the inclusion of its name and references to it in this document in the form and context in which they appear. Save as set out in this document, no agreement, arrangement or understanding (including any compensation arrangement), exists between Olive or any person acting in concert with Olive and any of the Non-Olive Directors, recent independent directors, Independent Shareholders or recent Shareholders of CCEP, or any person interested in or recently interested in shares of CCEP, having any connection with or dependence upon the proposals set out in Resolution 23. As at 11 April 2022 (being the latest practicable date prior to the date of this document, and save as disclosed elsewhere in Part IV of this document): (a) neither Olive nor Olive's directors, nor any person acting in concert with it or them, has any interest in, right to subscribe in respect of, or short position in relation to any relevant securities; (b) neither Olive nor Olive's directors, nor any person acting in concert with it or them, have dealt in relevant securities during the period of 12 months ended on 11 April 2022 (being the latest practicable date prior to the publication of this document); (c) there are no relevant securities which Olive or Olive’s directors, or any person acting in concert with it or them, have borrowed or lent (excluding any borrowed relevant securities which have either been on-lent or sold); 40
(d) none of: (i) the Directors or any of their close relatives or related trusts; (ii) any connected adviser (except in the capacity of an exempt fund manager or an exempt principal trader); or (iii) any other person acting in concert with CCEP, has as at 11 April 2022 (being the latest practicable date prior to the publication of this document), any interest in, right to subscribe in respect of, or short position in relation to any relevant securities; and (e) there are no relevant securities which CCEP or any person acting in concert with Company or the Directors has borrowed or lent (excluding any borrowed relevant securities which have either been on-lent or sold). There is no agreement or arrangement or understanding by which the beneficial ownership of any Ordinary Shares acquired by CCEP pursuant to the Buyback Authorities will be transferred to any other person. Such shares will, in accordance with the Companies Act 2006, either be held in treasury up to the amounts permitted to be held in treasury by the Companies Act 2006 or will be cancelled, with the issued ordinary share capital of CCEP being reduced by the nominal amount of those Ordinary Shares so purchased. In this paragraph 15, reference to: "relevant securities" means Ordinary Shares and securities carrying conversion or subscription rights into Ordinary Shares; "derivatives" includes any financial product, whose value in whole or in part is determined directly or indirectly by reference to the price of an underlying security; "short position" means a short position, whether conditional or absolute and whether in the money or otherwise, and includes any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; "associated company" means in relation to any company that company’s parent, subsidiaries and fellow subsidiaries, and their associated companies, and companies of which such companies are associated companies. For these purposes, ownership or control of 20% or more of the equity share capital of a company is regarded as the test of associated company status; "connected adviser" means: (a) in relation to CCEP (i) an organisation which is advising CCEP in relation to the Waiver Resolution and the Buyback Authorities; and (ii) a corporate broker to CCEP; (b) in relation to a person who is acting in concert with Olive or with the Directors, an organisation (if any) which is advising that person either (i) in relation to the Waiver Resolution and the Buyback Authorities; or (ii) in relation to the matter which is the reason for that person being a member of the relevant concert party; and (c) in relation to a person who is an associated company of Olive or CCEP, an organisation (if any) which is advising that person in relation to the Waiver Resolution and the Buyback Authorities; "control" means an interest, or aggregate interests, in shares carrying in aggregate 30% or more of the voting rights of a company, irrespective of whether such interest or interests give de facto control; and "dealing" or "dealt" includes the following: (a) the acquisition or disposal of securities, of the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to securities, or of general control of securities; (b) the taking, granting, acquisition, disposal, entering into, closing out, termination, exercise (by either party) or variation of an option (including a traded option contract) in respect of any securities; (c) subscribing or agreeing to subscribe for securities; 41
(d) the exercise or conversion, whether in respect of new or existing securities, of any securities carrying conversion or subscription rights; (e) the acquisition of, disposal of, entering into, closing out, exercise (by either party) of any rights under, or variation of, a derivative referenced, directly or indirectly, to securities; (f) the entering into, terminating or varying the terms of any agreement to purchase or sell securities; and (g) any other action resulting, or which may result, in an increase or decrease in the number of securities in which a person is interested or in respect of which he or she has a short position. For the purposes of this paragraph 14 a person is treated as "interested" in securities if he or she has long economic exposure, whether absolute or conditional, to changes in the price of those securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person is treated as "interested" in securities if: (a) he or she owns them; (b) he or she has the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to them or has general control of them; (c) by virtue of any agreement to purchase, option or derivative, he or she: (i) has the right or option to acquire them or call for their delivery, or (ii) is under an obligation to take delivery of them, whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or (d) he or she is party to any derivative: (i) whose value is determined by reference to their price, and (ii) which results, or may result, in his or her having a long position in them. 15. Documents available for inspection The following documents are available for inspection during normal business hours at the registered office of CCEP on any Business Day from the date of this document until the date of the AGM and may also be inspected at the AGM venue for 15 minutes prior to and during the meeting: (a) the Articles of Association of CCEP; (b) the consent letter from Credit Suisse referred to in paragraph 15 above; (c) copies of the Executive Director’s service contract with CCEP; (d) copies of the Non-Executive Directors’ letters of appointment; (e) the Prospectus; (f) the 2021 Integrated Report; (g) the rules of the Employee Share Purchase Plan; (h) the Contracts, along with a list of the repurchase counterparties, the names of which do not appear in the Contracts themselves (referred to on page 11 of this document); and (i) this document. Copies of these documents, with the exception of items (b), (c), (d), (g) and (h), will also be available on CCEP's website (www.cocacolaep.com). 42
Copies of the following documents are available on Olive’s website: (j) the articles of association of Olive at: https://www.olivepartners.com/Content/docum/Estatutos%20sociales%20OLIVE%20PARTNERS%20S.A. %20-%20versi%C3%B3n%20vigente%20(05.08.2021).pdf; and (k) Olive’s audited annual accounts for the year ended 31 December 2020 at: https://www.olivepartners.com/Content/docum/PDFsam_merge.pdf The table below sets out the various sections of those documents which are incorporated by reference into this document, so as to provide the information required pursuant to the Takeover Code. These documents (other than Olive's audited annual accounts for the year ended 31 December 2020 which will be available from Olive's website as above) will also be available at CCEP’s website, www.cocacolaep.com, from the date of this document and available for inspection as set out in this paragraph 16. Document Section Page number(s) in such document Prospectus Additional Information - Articles of Association Additional Information - Material Contracts - CCEP 203 to 208 240 to 249 2021 Integrated Report Board of Directors Directors’ Remuneration report CCEP’s audited consolidated financial statements for the year ended 31 December 2021 All 67 to 71 92 to 107 129 to 183 All Olive’s audited annual accounts for the year ended 31 December 2020 All Any Shareholder, person with information rights or other person to whom this document is sent may request a copy of each of the documents set out above in hard copy form. Hard copies will only be sent where valid requests are received from such persons. Requests for hard copies are to be submitted to the Company Secretary by post to Pemberton House, Bakers Road, Uxbridge UB8 1EZ, United Kingdom or by making a request via ir.cocacolaep.com/ financial-reports-and-results/integrated-reports or by sending an email to sendmaterial@proxyvote.com, by making a request via www.proxyvote.com or by phoning (in the US) +1 800 579 1639 (calls made in the US and Canada are toll-free to this number) or (outside the US) +1-800-579-1639 (costs may vary in other regions) with their 16 digit control number. Lines are open 24 hours a day. All valid requests will be dealt with as soon as possible and hard copies mailed by no later than two business days following such request. Credit Suisse, which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to CCEP and for no one else in connection with the Waiver Resolution and will not be responsible to any person other than CCEP for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the proposals in this document, or any matter referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed on Credit Suisse by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder or any other laws, neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this document, any statement contained herein or otherwise. 43
Part V Summary of the Coca-Cola Europacific Partners plc Employee Share Purchase Plan 1. General The operation of the Coca-Cola Europacific Partners plc Employee Share Purchase Plan including its sub-plans (the “ESPP”) will be overseen by the Company’s Board of Directors or a committee duly authorised to carry out that board’s functions under the ESPP (the “Board”). The ESPP operates with sub-plans, which specify further details about how the ESPP will be operated in respect of particular members of the Company’s group (“Participating Companies”), countries and/or categories of eligible employees and/or participants. The ESPP currently has 3 sub-plans – for the UK, the Netherlands and the general international sub-plan – and may operate with additional sub-plans in future. All sub-plans will comply with the main rules of the ESPP, including the limits on participation in the ESPP. Currently, eligible employees in most countries will be eligible to participate in the international sub-plan. Decisions of the Board are final and conclusive. None of the benefits under the ESPP are pensionable. 2. Eligibility Normally, all employees (including employed executive directors) of Participating Companies who have satisfied any qualifying period, and satisfy any additional criteria set out in the relevant sub-plan will be eligible to participate in the ESPP. It is currently intended that the ESPP will be offered to all eligible employees, except, in accordance with the UK Takeover Code, certain individuals closely connected to significant shareholders in the Company. 3. Award types Four types of award may be granted under the ESPP: • acquisitions of purchased shares, consisting of the opportunity for participants to purchase fully paid ordinary shares in the capital of the Company (“Shares”) (“Purchased Shares”); • acquisitions of dividend shares, consisting of the Company arranging for cash dividends received in relation to a participant’s Shares to be reinvested in the acquisition of further Shares (“Dividend Shares”); • matching awards, consisting of a conditional right to acquire Shares which are granted in connection with corresponding acquisitions of Purchased Shares (“Matching Awards”); and • free awards, consisting of a conditional right to acquire Shares (“Free Awards”, and together with Matching Awards, "Awards") The types of award that may be available will be specified in the relevant sub-plan and may differ between sub-plans, Participating Companies, award documents or otherwise as determined by the Board. The ESPP is currently intended to operate with Purchased Shares, Dividend Shares and Matching Awards in most jurisdictions that the ESPP will be operated in. All eligible employees of the same Participating Company will generally be invited to participate on substantially the same terms. After shareholder approval, awards may be settled using newly issued, treasury or existing Shares (although it is not anticipated treasury Shares would be used). No newly issued Shares or Shares transferred from treasury may be used following the tenth anniversary of shareholder approval of the ESPP unless further shareholder approval is obtained. Awards may not be transferred or otherwise disposed of except on the participant’s death. 44
4. Dilution limits Awards and acquisitions of Purchased Shares and Dividend Shares cannot be made if they would cause the “total plan shares” to exceed 10% of the ordinary share capital of the Company in issue. The “total plan shares” figure relates to the total number of new issue or treasury Shares that have been used to satisfy awards / acquisitions in the previous 10 years (or could still be used to satisfy awards) under the ESPP or any other employee share plan operated by the Company’s group. For so long as required by institutional investor guidelines, treasury Shares count towards this limit. Where certain variations of capital occur, the number of Shares taken into account under this limit will be adjusted as the Board considers appropriate to take account of that variation. 5. Nominee Shares acquired by participants pursuant to the ESPP will usually be held by a nominee on their behalf (the “Nominee”). Shares held on behalf of participants may normally be withdrawn or sold from the Nominee arrangements by participants at any time, subject to the terms of the relevant sub-plan and award documents. However, the withdrawal of Purchased Shares will usually cause the relevant proportion of the related Matching Award to lapse if it is unvested. 6. Purchased Shares The Board may issue invitations to eligible employees to participate in the acquisition of Purchased Shares. The relevant sub-plan and/or award documents provided to the employee will specify the intervals of contributions, any acquisition period (over which contributions will normally be accumulated until used to buy Purchased Shares), the intervals at which Purchased Shares will be awarded, and how long contributions will continue to be made. The Board may impose limits on the amount of contributions that participants can make to acquire Purchased Shares, and/or on the maximum number of Purchased Shares that may be awarded. It is currently intended that a contribution limit of no more than EUR150 a month (or local currency equivalent) will apply in most jurisdictions. Employees will specify the amount they would like to contribute to the ESPP as part of their application. Contributions to acquire Purchased Shares will usually be taken by way of after-tax deduction from the participant’s salary. The number of Purchased Shares awarded to participants will be determined in accordance with the Shares’ market value, at the frequency specified in the relevant sub-plan and/or applicable award documents. Participants may stop or vary the amount of their contributions. Likewise, the Company may terminate participation, and/or suspend, stop or reduce participants’ contributions. 7. Awards The Board may decide to issue invitations to eligible employees to participate in one or more Matching Awards in relation to corresponding acquisitions of Purchased Shares, and/or may choose to grant Free Awards to eligible employees. The Board intends to operate the ESPP with Matching Awards. There is no current intention to grant Free Awards, although it retains flexibility to do so in future (in which case, further details will be included in the relevant sub-plan). Whilst the Company has no current intention to grant Free Awards, it is currently anticipated that (should they ever be granted) Free Awards would be of a size at grant of no more than is permitted for a free share award under a UK tax- advantaged share incentive plan. For Matching Awards, the Board will specify the applicable terms in the relevant sub-plan or applicable award documents, including the matching ratio (which is the ratio applied to the number of Purchased Shares acquired by a participant in order to calculate the number of Shares subject to a Matching Award), any other conditions applicable to the Matching Award, and the date on which the Matching Award is expected to vest. Awards may be operated with dividend equivalents. Where an Award carries this right, the participant will be entitled to receive an additional amount following vesting of the Award (in cash or Shares) as near as practicably equal to the value of the dividends the record date for which falls between grant and vesting of the Award, in respect of the number of Shares that have vested. It is not currently intended that dividend equivalents will be used however. 45
The Board may impose a limit on the maximum number of Shares in respect of which Matching Awards and/or Free Awards may be granted and may decide that Matching Awards will only be granted up to a specified contribution limit for each participant. Currently, where Matching Awards are granted, the Board intends for Matching Awards to normally be granted on a 1:1 matching ratio to Purchased Shares, and only up to the relevant contribution limit for Purchased Shares. Matching Awards will vest as and when set out in the relevant sub plan or applicable award documents. Under the international sub-plan, a Matching Award will normally vest on the later of the expected vesting date and the date the Board determines any other conditions have been satisfied. A Matching Award will usually vest pro-rata to the number of related Purchased Shares that continue to be held by the Nominee on behalf of the participant, and normally only to the extent the Board determines any other conditions are satisfied. The Board retains the ability to grant Free Awards or Matching Awards over cash, and may settle Matching Awards or Free Awards partly or fully in cash. 8. Dividend Shares The Board may arrange (or stop making arrangements) for acquisitions of Dividend Shares. Where Dividend Shares are offered, the relevant sub-plan or applicable award documents will specify whether Dividend Shares will be mandatory, or whether participants may opt in or opt out of dividend reinvestment. The Board currently intends to offer dividend reinvestment but allow participants to opt out after signing up to participate in the ESPP (and later restart again, if desired). Where dividend reinvestment is not offered or participants opt out, any dividends paid in respect of Shares held by the Nominee will be paid to the relevant participants as soon as practicable. The Board may impose limits on the maximum number of Dividend Shares that may be acquired and/or the amount of cash dividends that may be reinvested. 9. Leavers If a participant ceases to hold any employment with a Participating Company or any associated company (“Leaver”), then normally: • any unvested Awards will lapse; • their contributions will cease as soon as practicable; • aside from in respect of contributions already made, the Leaver will not be entitled to make any further acquisitions of Purchased Shares or grants of Matching Awards; • dividend reinvestment may continue for so long as their Shares remain with the Nominee; and • their Shares will be removed from the Nominee arrangements in accordance with their instructions. If the Leaver holds unvested Awards and the reason for leaving is injury, disability, redundancy, the transfer of the participant’s employing company or business outside the Company's group, retirement, death or any other reason at the discretion of the Board, their Awards will normally vest to the fullest extent possible on the date the Board determines to be appropriate and once settled their Shares will usually be removed from the Nominee arrangements in accordance with their instructions. 10. Company events and variation of capital In the event of a takeover (including a person becoming bound or entitled to acquire Shares under UK company law) or voluntary winding up of the Company or certain other corporate events including certain variations of capital, the Board may decide that Awards will vest, in which case they will normally vest to the fullest extent possible on such date as the Board determines appropriate. In some circumstances, Awards may instead be exchanged for new awards. The Board will decide whether or not contributions will continue. Depending on the type of corporate event, participants as shareholders of Shares also may be able to direct the Nominee as to how to act in relation to their Shares held in the Nominee arrangements. If there is a rights issue, the Board may direct the Nominee to carry out tail swallowing. Under the international sub-plan, where the corporate event is a variation in the share capital of the Company, a demerger, special dividend or special distribution or any other transaction that will materially affect the value of Shares, the Board may adjust the number or class of Shares to which a Matching Award relates (in which case, the Board would not accelerate vesting or exchange the Matching Award). 46
11. Rights attaching to Shares All Shares issued in connection with the ESPP will rank equally with other shares of the same class then in issue. The Company will apply for the listing of any Shares issued in connection with the ESPP. Participants will not be entitled to any dividend, voting or other rights in respect of Shares until the Shares are issued or transferred to the participant or the Nominee on their behalf. 12. Amendments The terms on which a participant can participate in the ESPP, or the terms of their Awards, may be adjusted if the participant changes jurisdiction or tax residency in circumstances where there may be adverse legal, regulatory or tax consequences. Alternatively, their Awards may lapse and/or their Shares may be removed from the Nominee. The Board may change the ESPP in any way at any time, but it will obtain prior shareholder approval for any change that is to the advantage of present or future participants and which relates to any of the following: the persons who may receive Shares or cash under the ESPP; the total number or amount of Shares or cash that may be delivered under the ESPP; the maximum entitlement for any participant; the basis for determining a participant’s entitlement to, and the terms of, Shares or cash provided under the ESPP; the rights of a participant in the event of a capitalisation issue, rights issue, open offer, sub-division or consolidation of Shares, reduction of capital, or any other variation of capital; or to the provision in the rules requiring shareholder approval for changes. There is an exception for minor amendments to benefit the administration of the ESPP, to comply with or take account of a change in legislation and/or to obtain or maintain favourable tax, exchange control or regulatory treatment of any member of the group or any present or future participant. The Board may adopt sub-plans to the ESPP, within the framework of the main rules, as necessary or desirable to take account of local laws and practices and/or to include further specific terms on points of practice. Additional terms and conditions may be contained in a relevant sub-plan or applicable award documents. In addition, the Board seeks shareholder approval to establish further incentive plans or schedules which modify the ESPP as necessary to take account of local tax, exchange control or securities laws in overseas territories. At the date of this Notice, the ESPP operates with an international sub-plan for most countries, which also includes a US appendix to ensure the international sub-plan is exempt from potentially adverse tax rules for US taxpayers. This summary does not form part of the rules and sub-plans of the ESPP and should not be taken as affecting the interpretation of their detailed terms and conditions. The Board reserves the right to amend or add to the rules and sub-plans of the ESPP up until the time of the annual general meeting, provided that such amendments or additions do not conflict in any material respect with this summary. 47
Part VI Definitions The following definitions apply throughout this document (and for the avoidance of doubt, words in the singular shall include the plural and the plural shall include the singular), unless the context otherwise requires: "2021 Integrated Report" means the integrated report and audited accounts of CCEP for the year ended 31 December 2021, a copy of which accompanies this document; "AGM” or "Meeting" means the annual general meeting of CCEP to be held at Pemberton House, Bakers Road, Uxbridge UB8 1EZ, United Kingdom at 12.00pm on 27 May 2022; "Articles of Association" or "Articles" means the Articles of Association of CCEP; "Auditor" means Ernst & Young LLP; "Begindau" has the meaning given in paragraph 5 of Part IV (Additional Information); "Board" or "Directors" means the directors of CCEP, and “Director” shall mean any one of them, as the context requires; "Business Day" means any day (other than a Saturday or Sunday or public holiday) on which banks are generally open for business in London, United Kingdom; "Buyback Authorities" means the authorities that would be granted by Resolutions 27 and 28, if passed, for CCEP to make purchases of its own shares; "CCIP" means Coca-Cola Iberian Partners S.A.; "CCL" means Coca-Cola Amatil Limited; "Cobega" means Cobega, S.A.; "Company" or "CCEP" means Coca-Cola Europacific Partners plc; "Contract" or "Contracts" has the meaning given in Resolution 28; "Credit Suisse" means Credit Suisse International; "DTC" means the Depositary Trust Company; "Empresas" has the meaning given in paragraph 5 of Part IV; "ER" means European Refreshments Unlimited Company, a wholly-owned subsidiary of The Coca-Cola Company; 48
"ESPP" has the meaning given in Resolution 24 "ER Nominated Directors" means Manolo Arroyo and Brian Smith, being Directors nominated by ER; "Group" means Coca-Cola Europacific Partners plc and its subsidiaries from time to time; "IA" means the Investment Association; "IFRS" means the International Financial Reporting Standards as adopted by the European Union; "Indau" has the meaning given in paragraph 5 of Part IV (Additional Information); "INEDs" means the independent non-executive directors of CCEP, being those non-executive directors of CCEP who are not appointed by ER or Olive; "Independent Amatil Shareholders" means shareholders of CCL (other than the TCCC Group); "Independent Shareholders" means Shareholders other than Olive or any concert party (as defined by the Takeover Code) of Olive; "LSE" means London Stock Exchange; "Nasdaq" means the NASDAQ Global Select Market. "Non-Olive Directors" means the Directors other than the Olive Nominated Directors; "Notice of AGM" or "Notice of Meeting" or "Notice" means the notice of AGM set out at Part I (Notice of Meeting); "Olive" means Olive Partners, S.A.; "Olive Nominated Directors" means Sol Daurella, José Ignacio Comenge, Álvaro Gómez-Trénor Aguilar, Alfonso Líbano Daurella and Mario Rotllant Solá, being the Directors nominated by Olive; "Olive Subsidiaries" has the meaning given to it in paragraph 7 of Part IV (Additional Information); "Ordinary Shares" means the ordinary shares of €0.01 each in CCEP; "Panel" means the Panel on Takeovers and Mergers; "Prospectus" means CCEP’s prospectus dated 25 May 2016 issued to investors regarding the admission to the standard listing segment of the Official List and to trading on Euronext London and the Barcelona, Bilbao, Madrid and Valencia Stock Exchanges (together the Spanish Stock Exchanges); 49
"Resolution" or "Resolutions" means the resolution or resolutions set out in the Notice of AGM; "Shareholders" means the shareholders of CCEP; "Shareholders’ Agreement" means the shareholders’ agreement dated 28 May 2016 between CCEP and Olive, ER, Coca-Cola GmbH and Vivaqa Beteiligungs Gmbh & Co. Kg; "SPAC" Special Purpose Acquisition Company "Spanish Stock Exchanges" means the Barcelona, Bilbao, Madrid and Valencia Stock Exchanges; "Takeover Code" means the City Code on Takeovers and Mergers; "TCCC" means The Coca-Cola Company; "TCCC Group" means TCCC and its affiliates; and "Waiver Resolution" means Resolution 23. 50
BRG25839-0422-NOM
Signature [PLEASE SIGN WITHIN BOX] Date Signature [PLEASE SIGN WITHIN BOX] Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D78343-P69826-Z82086 ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! COCA-COLA EUROPACIFIC PARTNERS PLC (THE 'COMPANY') PEMBERTON HOUSE BAKERS ROAD UXBRIDGE UB8 1EZ UNITED KINGDOM COCA-COLA EUROPACIFIC PARTNERS PLC THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Important Notice: The following materials are available at www.proxyvote.com: Notice of Annual General Meeting and 2021 Integrated Report. Further information regarding the resolutions being proposed at the meeting is set out in the Notice of Annual General Meeting. For Against Vote WithheldFor Against Vote Withheld ORDINARY RESOLUTIONS ANNUAL GENERAL MEETING (AGM) FORM OF PROXY Before completing this form, please read the explanatory notes on the reverse side of this card. I/We ......................................................................................................................................................................................... FULL NAME[S] IN BLOCK CAPITALS being a member of the Company appoint the chairman of the meeting or (see notes 1 and 4).............................................in respect of.........shares in the Company as my/our proxy to attend, speak and vote on my/our behalf at the Annual General Meeting (AGM) of the Company to be held on 27 May 2022 at 12.00pm BST and at any adjournment of the meeting. I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an 'X'. If you wish to appoint multiple proxies, please see notes 1 and 5 on the reverse side. Please tick here if you are appointing more than one proxy: [ ] (see notes 1 and 5) Resolution 1 - Receipt of the Report and Accounts Resolution 2 - Approval of the Directors’ Remuneration Report Resolution 10 - Re-election of Álvaro Gómez-Trénor Aguilar as a director of the Company Resolution 3 - Re-election of Manolo Arroyo as a director of the Company Resolution 4 - Re-election of Jan Bennink as a director of the Company Resolution 5 - Re-election of John Bryant as a director of the Company Resolution 7 - Re-election of Christine Cross as a director of the Company Resolution 6 - Re-election of José Ignacio Comenge as a director of the Company Resolution 8 - Re-election of Damian Gammell as a director of the Company Resolution 9 - Re-election of Nathalie Gaveau as a director of the Company Resolution 15 - Re-election of Mario Rotllant Solá as a director of the Company Resolution 16 - Re-election of Brian Smith as a director of the Company Resolution 11 - Re-election of Thomas H. Johnson as a director of the Company Resolution 12 - Re-election of Dagmar Kollmann as a director of the Company Resolution 13 - Re-election of Alfonso Líbano Daurella as a director of the Company Resolution 14 - Re-election of Mark Price as a director of the Company ! !! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorised officer. Resolution 18 - Re-election of Garry Watts as a director of the Company Resolution 17 - Re-election of Dessi Temperley as a director of the Company SPECIAL RESOLUTIONS Resolution 19 - Reappointment of the Auditor Resolution 20 - Remuneration of the Auditor Resolution 21 - Political Donations Resolution 22 - Authority to allot new shares Resolution 23 - Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code Resolution 25 - General authority to disapply pre-emption rights Resolution 24 - Employee Share Purchase Plan Resolution 27 - Authority to purchase own shares on market Resolution 26 - General authority to disapply pre-emption rights in connection with an acquisition or specified capital investment Resolution 28 - Authority to purchase own shares off market Resolution 29 - Notice period for general meetings other than annual general meetings Your Directors consider that each Resolution to be proposed at the AGM is in the best interests of the Company and shareholders as a whole, save that Directors Sol Daurella, José Ignacio Comenge, Álvaro Gómez Trénor-Aguilar, Alfonso Líbano Daurella and Mario Rotllant Solá, being nominated to the Board by the Company's shareholder Olive Partners S.A. (the "Olive Nominated Directors"), make no recommendation with regard to Resolution 23 as, in accordance with the provisions of the Takeover Code, it is the percentage increase in Olive Partners S.A.'s interest in ordinary shares that is the subject of the waiver under Resolution 23. Accordingly, the Directors, with the exceptions just described, recommend shareholders to vote in favour of the Resolutions, as they intend to do in respect of their own shareholdings, save that Olive Partners S.A. and the Olive Nominated Directors will not vote in respect of their shareholdings on Resolution 23, in which they are considered to be interested. ! !! VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the internet to transmit your voting instructions and for electronic delivery of information up until 12.00pm BST on 25 May 2022. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via email or the internet. To sign up for electronic delivery, please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 12.00pm BST on 25 May 2022. Have your proxy card in hand when you call and then follow the instructions. (This alternative is not available to those who are registered shareholders.) VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 to be received no later than 12.00pm BST on 25 May 2022. SCAN TO VIEW MATERIALS & VOTEw
D78344-P69826-Z82086 ANNUAL GENERAL MEETING (AGM) FORM OF PROXY - NOTES 1. Whilst at the time of the publication of this document, there are no UK Government restrictions related to the COVID-19 pandemic, in order to mitigate any COVID-19 transmission risks and protect the health and safety of all attendees, the Company’s Board of Directors recommend that Members only attend the AGM if they are not displaying any symptoms of COVID-19. Members not wanting to attend in person are encouraged to submit a proxy vote in advance of the AGM by internet, by phone or by post. Any changes to the AGM (including any change to the location of the AGM) as a result of the UK Government introducing any new measures in relation to the holding of general meetings, will be communicated to Members before the AGM through the Company’s website at www.cocacolaep.com/about-us/governance/shareholder-meetings. 2. As a member of the Company you are entitled to appoint a proxy or proxies to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. When reading these notes, please read all references to attending in person or having your proxy attend in person as subject to note 1. You can only appoint a proxy using the procedures set out in these notes. If the proxy is being appointed in relation to part of your holding only, please enter in the space provided next to the proxy’s name the number of shares in relation to which they are authorised to act as your proxy. If this space provided is left blank they will be authorised in respect of your full voting entitlement. 3. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated. However, please also refer to note 1 if you are considering attending in person. 4. A proxy does not need to be a member of the Company but must attend the meeting to represent you. If you wish to appoint a proxy other than the chairman of the meeting, insert their full name in the space provided. If you leave this space blank, the chairman of the meeting will be appointed your proxy. Where you appoint as your proxy someone other than the chairman you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the chairman and give them the relevant instructions directly. However, please also refer to note 1 if you are considering appointing anyone other than the chairman of the meeting as your proxy. 5. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, additional proxy forms may be obtained by contacting the Company's registrar, Computershare on +1-781-575-2867, or you may copy this form. If you are appointing more than one proxy, please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy and indicate by ticking the relevant box that the proxy appointment is one of multiple appointments being made. Multiple proxy appointments should be returned together in the same envelope. 6. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior). 7. To direct your proxy how to vote on the resolutions, mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the relevant "Vote Withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting, including a motion to adjourn. 8. If not voting by internet or phone, as detailed on the reverse side, to appoint a proxy using a hard copy proxy form, the form must be completed and signed or delivered to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, together with the power of attorney or other authority (if any) under which it is signed, or a copy of such authority certified notarially. 9. In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form. 10. As an alternative to completing this hard copy proxy form, you can appoint a proxy over the internet or by phone, details for which are set out on the reverse side. 11. Holders through CREST should please refer to the Notice of Meeting for instructions regarding CREST electronic proxy appointment services. 12. If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence. For details of how to change your proxy instructions or revoke your proxy appointment, see the notes to the Notice of Meeting. 13. You may not use any telephone number, email address or other electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated.